Karnage's Revenge
by Ann29
Summary: As preparations are made for Higher for Hire's one year anniversary celebration, Don Karnage makes his own plans to plunder Cape Suzette and to get even with Baloo for messing up his best schemes.
1. Sneaks, Snakes, and Surprises

**Karnage's Revenge  
Part 1**

_Talespin_ and its characters are property of Disney. Sam the Sheepdog and Ralph the Coyote are property of Warner Brothers. This story was written purely for fun. No money is being made from it. A special thanks goes out to my sister for all of her support, patience, and her excellent proofreading skills!

**_January 1938  
__Pirate Island  
__Thursday Night_**

One hundred sixty degrees south-southeast of Cape Suzette an archipelago of seven composite volcanoes, large and small, jutted from the dark, placid Pacific Ocean. Their jagged silhouettes, softened by a gossamer mist, stood out starkly against the face of the full moon. That humongous, shining orb seemed to float on the horizon directly behind the volcanoes. Continuous plumes of thick, sooty smoke issued from their peaks. An area not fit for habitation, you say? On the contrary, it was a hotspot of activity.

Inside the largest volcano was an enormous cavern illuminated by flaming torches embedded in the walls. The dancing firelight cast weird shadows over the stalactites and over the faces of the motley pirate crew gathered there. The leader of this rough band, a dashing brown wolf attired in a blue coat trimmed with gold buttons, grey pants, and black boots, was standing on a makeshift stage constructed of crates. A scabbard hung at his side. A menacing and - dare I say it? - slightly insane, air enveloped his very being. A dangerous combination. But he had to be a tad insane to attempt what he was about to attempt.

"Listen up with the ears!" the pirate captain - Don Karnage by name - bellowed. When his crew continued to gabble amongst themselves, he drew his sword, threatening, "Or you will all suffer the turnip and sandpaper treatment!"

The pirates immediately became silent and turned their full attention towards Karnage. Torture by turnips and sandpaper was nothing to laugh at.

"That's better. I have call-ed you all here to make a spectaculous announcement." He paced up and down the stage, running his finger across the edge of his sword. "Soon, very soon, we will plunder the city of Cape Suzette from top to bottomouses. Money, jewels, all the free food you can eat!"

A collective cheer arose from the pirates. Many threw their hats up into the air.

"However, we will not stop with the sundry plunder of Cape Suzette. We will go on to take over," as Karnage paused for effect, all of the pirates leaned forward eagerly for the announcement; "the world!"

The pirates cheered again, louder this time.

Karnage clomped across the stage furiously, a pensive scowl on his rugged features. "This time will be different than the other attempts. I have made very, very sure about that fact."

"You mean we'll actually be able to carry something out of Cape Suzette besides a kitchen sink, Captain?" whined a lanky brown ferret with a droopy mustache - Mad Dog.

Karnage slashed at Mad Dog with his saber, who luckily ducked in time to avoid the blade; but the ferret wasn't lucky enough to miss Karnage's palm as it came in contact with his cheek. "Yes, that's exactly what I mean, you eediot! Isn't it painfully oblivious?"

Mad Dog nodded, rubbing his red cheek. "Definitely painful, Captain."

"This time we cannot fail, for I have the most wonderful, most crafty plans!" Don Karnage's chuckle turned into laughter bordering on maniacal. To himself, he added, "And I will finally get even with that estupid, meddlesome pilot Bahloo."

Karnage hurled his sword towards a grainy black-and-white picture of a large grey bear who was flashing a confident grin and a thumbs-up at the camera. It was a cutout from the _Cape Suzette Tribune_ touting Baloo's latest heroic deed. The sword's point hit Baloo smack on the conk.

Outside, an immense, black form slithered in front of the volcano, eerily blotting out the view of the full moon.

**_Friday Afternoon_**

It was a characteristic day in the south Pacific - faultlessly beautiful. Despite the fact that it was January, bright sunshine glinted off of the gently rolling waves of the sparkling azure ocean. A warm, but not-too-hot, breeze sent fluffy white cumulus clouds scudding across the brilliant blue sky.

The serenity of the scene was broken by the hum of twin Superflight 100 engines. An orange-trimmed, yellow Conwing L-16 seaplane burst through the clouds. Trailing behind the plane was a small figure.

"Wahoo!" Kit Cloudkicker shouted with exultation, laughing. From the big smile on his face, it was obvious that the thirteen-year-old brown bear cub was having the time of his life. Cloudsurfing was his favorite pastime. The boy swayed back and forth behind the airplane, clinging to a rope that had a handle attached to the end specially for his benefit. Sprays of opaque mist arose in the airfoil's wake as he skimmed over the tops of clouds. Just for good measure, he let go of the handle and did a back-flip, catching the rope and simultaneously landing on the airfoil with practiced, graceful agility.

In the distance, ahead of the seaplane, a speck of green and brown land was visible through the clouds. It was the home of Louie's Place - a nightclub situated on a small, picturesque tropical island just a tankful of gas away from Cape Suzette. The nightclub, a thatch-covered bamboo building constructed around a one-hundred-year-old wrecked sailing ship, was surrounded by palm trees and thick jungle vegetation. Looming behind the nightclub was a scraggy mountain. On top of this mountain was a gigantic red sign - 'Louie's' - that could be seen from miles away.

Pilots called Louie's Place the 'garden spot of the South Seas'. It was indeed a pilot's paradise. Pilots from the four corners of the world gathered there for refreshments (especially the world-famous Krakatoa Special), entertainment in the form of live bands, pleasant accommodations, refueling, airplane repairs, and, of course, to see the swinging ape who owned it - Louie himself.

All too soon - in Kit's opinion - the tow rope retracted into the plane. The boy jumped off his silver, metallic airfoil into the cargo hold. With the push of a button, the airfoil folded like a fan; he concealed it beneath his olive green sweater. Whistling, he bounced into the cockpit and took his place in the navigator's seat, buckling his seatbelt. He flashed a smile at the overweight grey bear wearing a yellow button-down shirt and red cap reposing in the pilot's seat.

"Good clouds, Kit-boy?" Baloo asked jovially, playfully pushing Kit's blue and red baseball cap down over his eyes.

"Great, Baloo!" Kit replied, his youthful voice exuding enthusiasm. He adjusted his cap, making sure that the bill was flipped to the back as became a proper navigator.

Languidly, Baloo observed, "Sure is a super-duper day."

"Yeah, but when do we ever have really bad weather here?"

"Not too often, L'il Britches. I've lived here all my life an' haven't seen anythin' worse'n rain or hail. We're lucky enough ta be so far south, not like in Thembria where Jack Frost nips at yer toes all year round. Brrrr!"

"We had snow last Christmas, remember, Papa Bear?"

"Yeah, but that was an extry-special present from Santa." Baloo winked at Kit, who grinned in response.

The _Sea Duck _descended towards Louie's and taxied up to the docks where several monkey attendants swarmed around the plane, washing the windshields, refueling, etc. Pilot and navigator alighted from the seaplane and strolled towards the nightclub. Because it was the middle of the afternoon, the place was nearly empty; only three, identical grey panther pilots sporting maroon jackets with Shere Khan's insignia on the shoulder were clustered about a table. Baloo and Kit perched on stools at the tiki bar where a large reddish-brown ape was busily preparing drinks.

"Hiya, Louie," Baloo greeted.

"Be with ya in a sec, Cuz," Louie said, slinging ice cream, milk, strawberries, bananas, and melon into a blender. He pressed the button to set the blender whirring with one hand while simultaneously mixing up a second drink with his other hand and one foot. Of course, he scat sang through the whole process. "Oh bow doo bow doo do bwah bwah do be bwah doo be dee dee dee doo..." He placed the frothy shakes on a tray and a simian waiter delivered them to the panthers.

"Lemme guess," Louie surmised, smirking; he closed his eyes and rubbed his temples with his fingers, pretending to read their minds; "two Krakatoa Specials for the world's most primo pilot an' his navigator?"

"Not today, Innkeeper," Baloo replied with a grin.

"What!" Louie exclaimed; his jaw dropped in amazement. "You comin' down with somethin', Baloo?" He placed a paw on Baloo's brow. "That sundae's your all-time fav."

Baloo brushed Louie's hand aside. "Still is, Pal, but me an' Kit gotta save room for sweets later on. The boss lady's throwin' a big blowout bash for Higher for Hire's one year anniversary."

"That never stopped you before, Baloo," Kit commented wryly with a covert wink at Louie.

"Yeah, an' it shows!" Louie laughed. "When are ya expectin' the little bundle of joy?"

"Yeah, yuk it up, you two, but now that ya mention it," Baloo began thoughtfully, patting his ample stomach, "the 'Big Guy's' feelin' a little empty after runnin' those tennis shoes ta New Fedora. A large Louie's pizza piled high with anchovies would hit the spot."

"An-an-an-anchovies! No way, no how, man!" Louie furiously waved his hands before him as he backed away from Baloo. His countenance was full of fearful repulsion as he averred adamantly, "You know that anchovies an' Louie don't jive, Clive!"

Baloo's straight face finally cracked. Guffawing, he clapped Louie on the shoulder. "Just joshin' ya, Louie."

Louie wiped cold sweat from his forehead. "Never scare me like that, cuz!"

"Change it to a cheeseburger an' fries. That oughtta tide me over 'til we get ta Cape Suzette."

"Make that two, please," Kit chimed in.

"Double order of burgers an' fries comin' right up."

Just then, Wiley Pole burst into the nightclub. Everyone turned to stare at the husky lion, who was in his mid-forties. He was truly an amazing sight, especially in the warm tropics. Icicles dangled from his tan mustaches. His auburn jacket was covered with snow as was his tan fur. He removed his frosty flight goggles from his face, leaving two rings where snow hadn't penetrated. He shivered from head to toe.

"Wiley, ol' man, what happened to you? Fly through one of them Thembrian blizzards?" Louie inquired as he assisted Wiley to a table. The pilot shed a trail of snow on the floor.

"Naw," shivered Wiley. "Was more like ah...ah...ah-choo! A monster!"

"Monster?" Baloo, Louie, and Kit echoed in disbelief. They crowded around the same table as Wiley.

"A monster that breathed snow!"

"Whoa! Time out, Wiley." Louie made a shape of a 'T' with his hands. "Why doncha start from the get-go?"

Wiley's speech was punctuated by sneezes and sniffles. "Well, I was on my way out of Aridia. I had just been deliverin' some parchments for an archeologist lady by the name of Myra."

Baloo interrupted with, "Nice gal.".

"Aridia? But that's a desert country," Kit reminded. "It can't snow in the desert."

"Yeah, that's what I thought, too, Kit, but after today, I'm willing to believe anything. Just outside of the capital city of Kairo it was real foggy for some reason. Never seen fog so thick in my life. Couldn't see two inches in front of my plane. There wasn't any place to land in that canyon. It's too narrow. An' it's the only way out of Kairo. So I had no choice but to keep going, keep my flaps down, and keep my eyes peeled."

Baloo, rocking back in the hardbacked chair, remarked, "Aridia's usually dry as a bone from a million-year-old dinosaur fossil. Shouldn't have enough moisture in the air for fog ta form."

Louie brought Wiley a cup of steaming hot chocolate. One of the waiters - Waldo - draped a blanket around Wiley's shoulders.

Wiley nodded his head, warming his hands on the mug. "I know, but today it was foggy for some reason. Anyway, I was being careful navigatin' through the canyon when all of a sudden the wind picked up. Thought a sandstorm was comin'. Got real cold, real fast, too. Then out of nowhere swooped this gigantic...thing!"

"What did it look like?" Kit asked avidly, his eyes wide.

Wiley took a sip of his hot chocolate. "Couldn't tell. Couldn't see if for all the blowing snow, you see, and I wasn't going to stick around to find out what it was. When I got outta the canyon, the weather cleared up. Got warm again." Wiley trembled from cold and fright. "You couldn't pay me to go back there to that spot!"

Baloo laughed. With a dismissive wave of his paw, he scoffed, "Aw, you just ran into a freak snowstorm. There's no such thing as monsters that breathe snow."

Across the room, Khan's pilots heard Baloo's statement. One panther pilot whispered in derogatory tones, "Freelancers and their fairytales!" prompting smirks of superiority from his cronies. _They_ knew that Shere Khan hired only the best pilots.

"I've flown through blizzards before. That was definitely no everyday blizzard," Wiley said with a fierce shake of his head, causing snow to fly from his mane. "My instruments indicated that it was 110° F outside the cockpit right before that blizzard hit. Then it dropped to below freezing just like," he snapped his fingers, "that. Temperatures don't change that quickly. At least, not normally. This was some kind of creature."

"I've heard of fire-breathing dragons, but a snow-spittin' monster?" Louie commented, placing plates of cheeseburgers and fries before Baloo and Kit. "Craaazy what they come up with nowadays. What'll it be next? Gigantic Easter bunnies?"

Baloo had just taken the first bite out of his cheeseburger when Kit tugged on his sleeve. He pointed to his wristwatch. "We've got to go, Papa Bear, or we'll be late, and Miz Cunningham will be mad."

Around a mouthful of cheeseburger, Baloo mumbled, "After I chow this chow down, kiddo."

Kit shook his head reprovingly. He didn't like being Baloo's conscience, and didn't like nagging his beloved Papa Bear. Truthfully, he wanted to stay at Louie's longer, too, but he knew if they were late their boss would figuratively explode. Peace was preferable to a second Great War. Smiling enigmatically, Kit poked at a small bulge in Baloo's left-hand pocket. It was blackmail, but a navigator had to do what a navigator had to do. "I'm sure Rebecca would like to know what _this_ is."

"You wouldn't!"

A cunning expression flashed across Kit's visage that made him appear older than his thirteen years. He nodded. "You wanna bet?"

"Awright, you win, Kit-boy." Baloo heaved a heavy sigh as if he were making a great sacrifice. He wrapped the food up in a napkin. "We'll eat it on the way." He headed for the door uttering a cheery, "Catch ya later, Louie."

Louie waved at them. "Bye, cuz, an' watch out for the abominable snowman."

"Whatcha make of that, partner?" Baloo asked, climbing into the _Sea Duck's _cockpit after Kit.

"Definitely bizarre, but Wiley Pole's not the type to make up stories." Kit absently munched on a french fry and gazed out the window as the _Sea Duck_ gained altitude, deep in thought about what he just heard. He didn't have to give Baloo the coordinates. The big bear could fly from Louie's to Cape Suzette in his sleep - and sometimes he had done just that. "Do you really think that there could be a blizzard monster in Aridia?"

"I'm more worried about the boss monster when we get home." After leveling the plane out, Baloo reclined in the seat, steering with his feet. He hungrily chomped into his cheeseburger; a drop of ketchup squirted out and dribbled down his shirt. Not really caring about the sloppy state of his clothes, Baloo scraped the ketchup off as best as he could with a french fry, which he promptly crammed in his mouth.

"Aw, Baloo, Miz Cunningham's not that bad."

Baloo snorted incredulously. "You're just sayin' that 'cause Becky never yanks on yer ears when she gets riled up."

"Yeah," Kit shot a sly, sideways grin over at the big bear, "but that's because she's too busy yanking on yours, Papa Bear."

"Smarty-pants." Baloo threw a french fry at his navigator.

Twenty minutes later, the _Sea Duck_ soared through the crack between rugged cliffs. It was the gateway to Cape Suzette.

Cape Suzette. A wonderland of innovation and architecture. A beautiful, bustling metropolis located in southwestern Usland. A major hub of commerce with multitudes of skyscrapers stretching towards the sky. Ships and airplanes from all over the world brought their goods there in exchange for the many wonders that Usland had to offer. The city itself was sandwiched between verdant, conical-shaped hills and a sparkling blue crescent of a harbor. Bordering on the western edge were the massive cliffs, enclosing the bay and city in its protective arms. These cliffs were well-fortified with large cannons, which made it difficult for unwanted intruders, such as Don Karnage and his gang, to invade.

The _Sea Duck _skirted two seaplanes, a glider, and a blimp before splashing down for a landing in front of Higher for Hire: a square, lighthouse-type structure with an adjoining small warehouse. Atop the tin-roofed lighthouse was a windsock that fluttered in the breeze. The unpainted brown building, jutting out onto the docks, was surrounded by paving stones except for a small, fenced-in square of grass and a spreading elm tree in the rear. A houseboat, belonging to Higher for Hire's mechanic Wildcat, was moored to the seawall next to the Higher for Hire. The houseboat was constructed of a fuselage and odd bits of this and that. It wasn't the most prosperous or picturesque place in Cape Suzette, but to Baloo and Kit it was home.

Stepping from the plane, Baloo said, "We're only a half hour late. Hope that's close enough to count as on time for Miz Manager."

Pilot and navigator walked up the dock towards the Higher for Hire. Today, it appeared unusually festive. Streamers and bright bunches of balloons were draped along the 'Higher for Hire' sign at the end of the dock.

"Looks like Miz Cunningham's got the decorations up for Higher for Hire's anniversary celebration," Kit commented, looking up at the white life preserver hanging above his head. Below the red, stenciled 'Higher for Hire' was a bright red and blue crepe paper bow.

Opening the door to the office, they heard an indignant woman's voice snap, "Ow! Hey, watch it!" The door shut with a bang.

A second later the door opened a crack. Molly Cunningham stuck her head around the door, grinning. "Hi, Baloo! Hi, Kit!" The little yellow seven-year-old bearess was clad in a pink shirt and blue overalls with matching blue ribbons around her fuzzy ears. In her hands was a tape dispenser. A piece of Scotch tape was stuck to her nose. She proclaimed proudly, "I'm Tape Girl!"

"Hey, Molly, er, Tape Girl," Kit replied, smiling down at her. He gently pulled the piece of tape from her nose. "Is this your secret disguise?"

"You're silly, Kit. It's just a piece of tape."

"What's goin' on in there, Button-nose?" Baloo inquired, peeking through the little square window into the office.

"Mommy and me are decorating in here. You almost squished her with the door, Baloo," the little girl scolded, her hands on her hips. She stared up at the big bear with a look full of disapproval.

"Oops," Baloo snickered.

"And it wasn't funny, flyboy," Rebecca Cunningham snapped, causing the goofy grin to drop from Baloo's face. A petite brown bearess sporting a magenta cardigan over a white turtleneck and purple slacks opened the door to let her flight crew in; her facial expression and demeanor mirrored her daughter's. She checked her wristwatch. "Only a half an hour late today, Baloo. I should throw parties every day, then maybe you'll be prompt more often."

"Yep, ol' Baloo can't stand to be late for parties," the big bear agreed.

Molly held up her arms; Baloo picked her up and tossed her into the air, inciting a squeal of joy from the little girl.

While Baloo played with Molly, Kit sidled into the room and handed the receipt of delivery to Rebecca. His reward was a warm smile directed solely at him, the kind of smile that Rebecca reserved for Kit and Molly, a smile that brightened the boy's whole day. As a pirate treasured precious jewels, orphan Kit treasured each loving smile, each kind word, and each fond caress from his surrogate parents, Baloo and Rebecca.

Without missing a beat, Rebecca placed the receipt in her pocket and got right back into the skirmish with her pilot.

"Even if you're late for everything else. Actually, your being on time is something to celebrate," Rebecca retorted sarcastically, standing on tiptoe to reach the top of the doorframe, but coming up a little short. "It's high time that you learned to be punctual."

"Hey, I'm punctual...some of the time." After rubbing noses with Molly, Baloo put her down.

"Meal times," Rebecca rejoined facetiously with a little chuckle, prompting an indignant frown from the big bear. "I can't quite reach this, Baloo. Could you...?" She held out the roll of red crepe paper.

To Rebecca's surprise, Baloo placed his hands around her waist and lifted her so that she was level with the top of the door.

"High enough there, boss lady?" Baloo grinned up at her.

"Why, um...yes...um, thank you." She didn't know what flustered her more - his paws securely about her or the teasing, tender glint in his eyes. Rebecca artistically scalloped red streamers across the doorframe and tacked a big bow of red, white, and blue in the middle. "That's it, Baloo."

Baloo lowered her to the floor. "Call me if ya need another lift. I got me a date with a snack."

"Don't you dare touch that cake!" Rebecca said, following her pilot through the office to the kitchen. "That's for tonight's party."

"Cake? Hmm-mmm! Don't mind if I do," Baloo saucily tossed over his shoulder even though he had no intention of eating a morsel of it. He just wanted to get the last word, and it was fun to egg his boss on. Rebecca was cute when she was in a temper.

The cubs looked at each other and shrugged. They'd become accustomed to this kind of bantering over the past year. A lot of the time, Baloo and Rebecca argued just for the sake of arguing. It was how they communicated, and, occasionally, how they flirted.

Kit glanced around the office. Except for last Christmas, it had never appeared so festive. Rebecca had gone all out on the decorations. Light blue crepe paper twisted around the banister leading upstairs. Crepe paper in lavender and yellow festooned Rebecca's desk at the far end of the room. Streamers were also draped over the filing cabinets under the stairwell as well as every door and window, even over the doors of the bathroom and the bedroom that he shared with Baloo. Two bunches of colorful balloons were taped to the back of the squashy, maroon armchair in the corner. To top it all off, a large banner reading, 'Happy Anniversary Higher for Hire' hung from the upstairs landing over Rebecca's desk.

From an empty upended crate thatserved as an end-table beside the patched armchair, Kit retrieved a model of the _Sea Duck_.

Molly brandished her favorite doll in the boy's face. "Lucy wants a ride. Pleeeeeaaaase, Kit?"

"Sure thing, Short Stuff."

A brown-haired, brown-eyed doll in a blue dress was placed on top of the disproportionally small aircraft. Kit zoomed the dolly around the room with Molly supplying the airplane noises.

"Watch out for air pirates, Captain Lucy!" Molly warned, chasing after Kit. "There's lots of them 'round here. Eeeeerrrrrrrrrrrr... There's one! Oh, no! The pirate is shooting at you! Ack-ack-ack-ack! Roll! Roll!"

Baloo emerged from the kitchen with one donut in his mouth and one stuck on his left index finger like a ring

Rebecca trailed after the pilot, continuing to badger him. "And why do you have to eat those donuts, Baloo? What about the diet that you promised you would go on? All that extra weight isn't good for you."

"Where do ya get off tellin' me what's good for me?" Angrily, he ripped a big bite out of his donut.

"Because I care about...about..." flustered, she amended quickly, "about Higher for Hire. If we're going to make a profit, the _Sea Duck_ needs its pilot in top shape, and _round_ is not an acceptable shape."

"Always about the shaboozies, ain't it, Becky?" Baloo guessed gruffly.

"No, Baloo," Rebecca was truly taken aback at that statement. "You know that Higher for Hire means more to me than that. It means everything to me - a home and a life and a fam...and everything." She decided to change the subject. "You stopped at Louie's, didn't you?"

"How'd ya know?"

With her forefinger, she traced the biggest red blob on his shirt. "Here's the evidence, Flyboy. Your battalion of stains betray you."

Baloo glanced down at his shirt. "We weren't in any battles, Becky. That's just ketchup."

Placing a hand to her head as if she felt a headache coming on, Rebecca inferred, "That's probably the reason why you were late. Good thing we didn't have another delivery today, or you would have been in big trouble, Buster!"

"Nag, nag, nag..." Baloo murmured sullenly under his breath as he dropped into his favorite easy chair. He was becoming annoyed by her constant complaints about his personal habits. It had been a long, hard day. All he wanted to do was take a little snooze. "Listen, Perfect-a Rebecca, why doncha stop harpin' on me an' use yer perfect little angel wings ta fly yerself back to yer desk." He swiftly tugged the bill of his cap down over his eyes.

But Rebecca wasn't easily deterred. She leaned over the chair's arm, nearly nose to nose with the big bear. To get his attention she snatched the cap from his head and held it behind her back. "Hamburgers, Baloo?"

"For yer information, Miz Know-It-All, it was cheeseburgers, not hamburgers." Baloo flashed her an infuriating smug smirk before taking a big bite of donut.

"Oh, that's _such_ a difference!" Rebecca rolled her eyes and folded her arms across her chest. "I'm surprised you didn't tell me that those stains were from pygmies bombarding you with giant tomatoes. You always tell me some dumb excuse to get out of trouble."

"I do not always tell you some dumb excuse," he protested in his mouth-full-of-donut voice. He grabbed his cap back and put it on with an umbrageous air.

"You do, too, Baloo. Let me name a few." Rebecca counted off on her fingers, "Air pirates, hurricanes, blizzards, volcanoes, cannibals, air pirates again, typhoons, more air pirates, and the list goes on and on."

"See, I've never told ya 'bout bein' attacked by pygmies with giant tomatoes. Shows how much _you_ know, Becky." In his most worldly manner, he stated, "Pygmies throw maraschino cherry bombs."

"Maraschino cherry bombs! I don't believe it!" Rebecca threw up her hands in exasperation.

Complacently, Baloo rejoined, "Ask Louie if ya don't believe me. He was there, too."

"You expect me to believe anything that hairy ape says?" Rebecca retorted dryly.

At that statement, Baloo pushed his cap up to glower at his boss. Nothing infuriated him more than a disparaging remark about one of his friends. "Stop puttin' down my pals, Rebecca!" he growled, clenching and unclenching one of his massive fists.

Their squabble was teetering on the verge of evolving into a full-fledged, rip-roaring battle. Rebecca opened her mouth to say her next comeback when...

The telephone's rang, much to the relief of the children, who had been watching the escalating tension from their perches on the stairs. When the adults had started really yelling at each other, their play had been forgotten. Molly tightly clung to one of Kit's paws with both hands. Neither cub looked very happy.

Rebecca ran to answer it. "Higher for Hire. If you're buying, we're flying...Yes...Yes, he's here." She held the receiver out to Baloo. "It's Shere Khan. He wants to speak to you Baloo," she told him quietly, looking quite puzzled.

Baloo plunked his half-eaten donut on Rebecca's neat desk. Frowning, Rebecca indignantly brushed crumbs off of her ledger.

"Hello? What's up, Khanny?"

Everyone watched Baloo as he conversed on the telephone.

"Yuh-huh...Okay...Sure...Be right over...'Kay, bye." Baloo hung up the receiver.

"What did he want, Papa Bear?" Kit inquired. Both he and Molly approached the adults.

"It must have been important," Rebecca surmised. "Shere Khan doesn't make it a habit of calling little people like us."

Baloo popped the remainder of the donut into his mouth. With a spray of crumbs, he responded, "He wants ta see me soon as possible, meanin' now."

"Why?" Rebecca asked, putting a comforting arm around both cubs' shoulders in case the news should be disturbing.

"Don't know why, Becky. He didn't go inta details. C'mon, Kit." Bear and cub hurried outside to hail a taxi.

**_Shere Khan's Office_**

Shere Khan, the wealthiest man in Usland, reposed in his high-backed chair in his opulent office in Khan Towers - the tallest skyscraper in Cape Suzette. The tall tiger businessman in a ludicrously expensive three-piece navy suit gazed apathetically out his ceiling-to-floor, wall-to-wall window, down on the city of Cape Suzette, aglow in the late afternoon sunshine. The glass reflected his grim expression. Today he had more on his mind than just money and power. Much more. The fate of the world hinged, perhaps, on the pilot that he was anticipating, and that unsettled Shere Khan. He preferred having the world in his own hands, plying people as a puppeteer would control a marionette, or at least being able to buy off his adversaries with huge sums of money. Hearing the elevator doors open, he swivelled in his chair.

"Ah, Baloo," he purred in his cultured bass voice as pilot and navigator made their way across the dim office, past the thick jungle foliage bordering both sides of the room to where the tiger was waiting behind his large mahogany desk. Both the desk and chair were scarred with countless claw marks, attesting to Khan's nasty temper. Elbows on desk, fingertips pressed together, he continued, "I've sent for you since you seem to be the only one who can help me with this little dilemma."

Baloo shared a concerned look with Kit. "What's the buzz, Khanny?"

One of Shere Khan's eyebrows raised slightly in astonished amusement at Baloo's word choice. "The correct question, Baloo, would be _where's _the buzz. My inventor Buzz is missing."

"Missing!" both bears exclaimed in unison.

In his usual composed manner, Khan explained, "The last time he was seen was last Tuesday. He was leaving work at approximately 9:00 PM."

"Workin' overtime on a project?" Baloo interjected.

"No, actually, I let him leave early that day as a reward on a breakthrough pertaining to his latest top-secret invention."

Baloo and Kit flashed each other an astonished look, each telegraphing silently, _Long hours!_

"Uh, that was real generous of ya," Baloo stammered uncertainly, "lettin' him leave so, um, early."

"Mmm...yes, wasn't it?" Khan replied, his lips twitching. "The doorman saw him climb into a taxi, and he hasn't been heard from since. I understand that you and he are friends, Baloo."

Baloo nodded. He whipped off his hat and began crushing it in his paws: a sure sign that he was agitated. "Known Buzz ever since I was a kid. Do ya got any leads?"

"My best and most trusted agents are on the case, but so far they have discovered nothing of his whereabouts."

"Have you tried his favorite thinkin' spot in the NoSmokey Mountains?"

"Yes, but Buzz's traps have rendered my best men useless. That's why I need you, Baloo. Being Buzz's friend, I thought that perhaps you knew how to evade the traps."

Baloo rubbed the back of his neck thoughtfully. "Can't say as I do."

"Of course, I'd be willing to pay you handsomely for his safe return," the businessman added blandly. Money was definitely no object. Overlooking Buzz's absentmindedness, a loyal, brilliant inventor was difficult to come by.

"Aw, you don't owe us anythin', Khan." Baloo put a hand on Kit's shoulder. "Kit an' me'll be willin' ta find Buzz for Buzz's sake. That old bird's gotten me out of more scrapes than I got bandages."

Kit nodded his acquiesce.

"Very good. Contact me if you obtain any information." Shere Khan swivelled his chair back to his window, signifying that the meeting was over.

**_The NoSmokey Mountains_**

Northeast of Cape Suzette was a mountain range consisting of extinct volcanoes appropriately named the NoSmokey Mountains. The slopes of these volcanoes, which had oozed with smouldering hot molten lava eons before, were now green with old-growth oak forests. The places where dinosaurs had roamed were now inhabited by scampering squirrels and grazing deer. The _Sea Duck _circled around one of the mountains until Baloo spotted a cleared strip to land.

"Keep yer peepers peeled for Buzz's traps, L'il Britches," Baloo reminded as he and Kit hopped from the plane.

"You're telling me, Baloo. The last time we visited Buzz, I almost got chopped in two by a giant axe."

Their feet sank into the velvety green grass that carpeted the forested glade as they cautiously treaded up the slight incline of the mountain, skirting every depression of earth, every scattering of twigs that looked suspicious, and, therefore, might be concealing a trap. However, they weren't careful enough...

Faster than you can say 'gotcha', Kit vaulted through the air courtesy of a giant flyswatter. He landed a few yards away on a giant strip of flypaper.

"Unh...get me...ugh...outta here, Papa Bear!" Kit said, trying, without much success, to become unstuck from the sticky, honey-colored substance. He writhed on his back much like a trapped fly.

"Man, talk about yer sticky wickets!"

Taking the boy by both hands, Baloo wrenched Kit from the flypaper. They both tumbled head over heels backwards only to plunge through a hole in the earth. From there, they slid down a long metallic tube until they landed on a hard-packed earthen floor with a collective "oof!" They were in Buzz's laboratory.

"Buzz, ya down here?" Baloo's voice reverberated through the cavern/lab.

They listened for a reply. Without the usual clacking, humming, and beeping of Buzz's equipment and inventions, it was completely silent, so silent that their ears strained for the minutest sound, but were unable to find one except the faraway drip, drip of water.

Baloo scrambled to his feet and helped Kit to his. "Lights are on, but nobody's home."

"Gosh, Baloo, it looks like a hurricane blew through here," Kit said, picking up an unidentifiable part from the floor and setting it on a cluttered counter.

"Yeah, Buzz must have left in a hurry," Baloo commented, peeking underneath a counter for the inventor. "He didn't bother ta pick up like he usually does."

The lab was indeed a mess. Inventions were overturned. A few were smashed. One had long gashes in it as if someone had slit it apart with a sharp knife. Tools as well as spare pieces of this and that were scattered on the floors and counters.

"Or someone has been here before us searching for something," Kit suggested softly. "Do you think he could have been kidnaped, Papa Bear?"

"Who would wanna kidnap Buzz?"

"Who indeed?" Kit mused, turning over a piece of wire in his hands. Only one person came to mind - the nefarious air pirate Don Karnage.

**_Meanwhile at Pirate Island_**

The _Iron Vulture_, the air pirates' mammoth purple and black mother-ship floated in the secluded cove secreted inside Pirate Island. In the hangar of this sizeable ship-of-the-air was Don Karnage. Standing beside him was a small bird with googly eyes wearing a rumpled brown suit and pink polka-dotted bow tie that was slightly askew. His head was fringed with an unruly mop of grey hair. He held a small black box and a joystick in his hands. The inventor nervously shifted from one foot to the other, not exactly liking the greedy expression on Don Karnage's face.

"Is the device ready, Mr. Invention-inventor?" Karnage demanded of Buzz.

"N...not quite, Don Karnage, sir. There are still a few bugs that need to be worked out," the inventor stammered.

"No matter. We will worm the bugs out." The pirate captain snatched the box from Buzz and stuck it to the control panel of a brown, tri-wing CT-37, courtesy of magnetic strips on the back of the box. "Mad Dog! Time for a test spin!"

"Why me?" Mad Dog whined. However, the lanky ferret obediently climbed into the plane, started it up, and took off.

Seizing the joystick from Buzz, Karnage smiled an evil smile that showed all of his pointy teeth. He flipped the on switch up, causing a little green light to light up on the remote control receiver. He then yanked down on the joystick. The plane dove towards the floor with Mad Dog screaming, "Heeeeeelllllllppp!" all the way. Dumptruck and Gibber, passing through the hangar, had to hit the deck as the plane skimmed over their heads.

Karnage jerked the joystick from side to side. The airplane aped the joystick's movements by sharply zigzagging from side to side, ricocheting off of the sides of the hangar.

"Get me off of this crazy thing!" Mad Dog yelled. "Ouch! Ow! Oh, that'll be black and blue tomorrow!"

Anxiously, Buzz murmured repeatedly, "Oh, dear, oh, dear, oh, dear." He had never meant for his invention to hurt anyone.

"I am loving this!" Karnage exclaimed enthusiastically as he gave Mad Dog a roller-coaster of a ride.

After a few minutes of joyriding, the plane came in for a bumpy landing It stopped right at Karnage's and Buzz's feet. Mad Dog literally poured out of the cockpit to the floor, moaning, his face a sick shade of yellow-green. He appeared as if he had been through the spin cycle.

"Now can I go, Mr. Karnage, sir?" Buzz asked, hoping against hope.

"Why would you want to go? Aren't we having fun? I have more plans for your big brain." Picking Buzz up by the scruff of his suit, he added, "If you will kindly step this way I will tell you how you can assist me more in achievement of my magnificent plans." Over his shoulder, he barked, "Dumptruck! Mad Dog! It is time to feed our illuminous guest!"

"Yes, Captain." Dumptruck threw Mad Dog's limp, dizzy form over his shoulder.

**_A Dark, Spooky Cavern_**

Knee-deep in salt water and trembling with fear, Mad Dog and Dumptruck stood before the entrance to the gigantic, colossal entrance to the creature's lair - another large cavern in Pirate Island.

"You go first," Mad Dog said, giving Dumptruck a nudge towards the dark, gaping hole.

"It's your turn to feed it. You go first," Dumptruck answered, his voice thick with a Norwegian accent. He shoved Mad Dog, sending the skinny ferret almost spiraling into the water..

"I don't want to."

"Den we'll go together."

They sloshed through the water, advancing further into the dark cave. The beams of their flashlights bounced off of the damp, mossy walls. A watermark about five feet up the wall indicated where the water level was during high tide.

"Why does Captain Karnage have to have a snake?" Mad Dog's voice echoed.

"Because it's part of his plan to invade Cape Suzette, dum-dum. It's a very rare snake. The captain had to go all de way to Oldfoundland to find it." Dumptruck placed his flashlight on a ledge and set down three five-gallon buckets full of fish that he had been carrying in one meaty fist.

"Who are you calling a dum-dum, dum-dum?" Mad Dog snapped back, irked. It had not been a good day for him. He had just experienced the worst flight of his life, carrying a heavy, awkward bucket of fish all the way into this cave was giving him hangnails, and now he had to feed a scary monster. "Here, big snakey. We got some yummy fishies for you."

Two large luminous eyes blinked in the total darkness. The eyes levitated until they were close to the ceiling.

Mad Dog leapt into Dumptruck's arms with a little "Eep!"

Dumptruck unceremoniously dumped Mad Dog into the water with a splash.

"Watch it! You'll scare it!" Mad Dog cautioned, vexed, scrambling to his feet.

A sea serpent, not a snake, approached them. As the creature propelled itself into the light with two flipper-like fins, its long, lithe body was apparent. It was aquamarine blue with narrow green stripes running the length of its body. The scales were iridescent and reflected the light of the air pirates' flashlights. The sea serpent's head resembled that of a sea horse. Its eyes, fringed with long black lashes, were a pale yellow. A purple cockscomb bristled on the top of its head, running down its back to disappear halfway down its slender, elongated neck. Smelling the fish, it sniffed appreciatively at the air with its two great nostrils, and it had two rows of sharp teeth that showed when it opened its mouth to lick its lips. Mad Dog and Dumptruck were afraid of the 'snake' in general, but were especially afraid of those gleaming, deadly teeth. They wouldn't have been so scared if they knew that the sea monster only hungered after fish.

It made a clinking/rattling sound when it paddled towards them, because the sea serpent was secured to the cavern walls by a thick chain ending in a manacle around its long neck. When the serpent reached the end of that long chain, she (for it was a female) made an eerie wailing noise - a cross between a dog whimper and a whale cry.

From her vantage near the cave's ceiling, she stared down at the tiny pirates with mournful eyes. Eyes that pled silently to be set free. Since she had been captured a month ago, these two pirates were the only company that she had, but they only came twice a day and only stayed as long as they had to. But loneliness was preferable to when Don Karnage came to train her to do his evil bidding. She hated training. When she didn't do exactly as Karnage wanted, his cruel whip stung sharply.

"Here you go, snakey." Mad Dog waved a wiggly fish before tossing it at the sea monster's open mouth.

They tossed one bucketful of fish at the sea serpent. Then, because they were lazy and wanted to leave, the other three buckets were emptied into the seawater at their feet. The sea monster noisily slurped up the fish with her large, pink tongue.

"Dere, dat's done," Dumptruck said, picking up the empty pails.

"Good thing. Maybe we can get Gibber or Hal or Hacksaw or Sadie or Uncle Floyd or Scottie or anybody besides us to feed it tomorrow," Mad Dog's nasal voice echoed through the cavern as he and Dumptruck retreated as fast as they could.

"Yeah, it's dere turn. It's no fair dat the captain always makes us feed der snakey."

The sea serpent returned to her lonely 'bed' in the corner of the dusky cavern. She coiled her tail about her and gazed wistfully out of the cave to where the sun's bright light rode on the waves. Out there was where she belonged. Out there was freedom. She bit at the thick chain, but when it didn't break, she let out a sorrowful whimper. She sadly laid her head on her back and closed her eyes. One solitary, glistening tear escaped from beneath her eyelid to drop into the water, causing ever-expanding ripples to form.

**_Friday Evening_**

High above Cape Suzette glittering stars were just beginning to emerge in the deepening twilight. Likewise, with the setting of the sun, the electric lights of Cape Suzette were emerging. The multitudes of lights enveloped the city - winding down after a busy day - in a soft, halo-like luminescence.

It was darkest down by the docks where there were the least amount of houses. However, the windows of one building on the edge of the harbor emitted a cozy glow.

The Higher for Hire crew was gathered about the circular table in the plainly furnished kitchen. All wore festive party hats. Kit and Molly blew their noisemakers at each other, giggling between blasts. Higher for Hire's ace mechanic Wildcat, a smallish tan lion dressed in faded blue overalls and an orange visor, was studying his noisemaker. The mechanic, who could assemble a broken telephone in ten seconds flat, scratched his brown mane; he was perplexed, because he couldn't quite figure out how the noisemaker worked. Baloo sat quietly, absently twirling his noisemaker between his fingers; for once in his life, he wasn't in a partying mood. Buzz's disappearance weighed heavily on his mind.

Kit softly blew his noisemaker in Baloo's ear. "C'mon, Papa Bear, cheer up. We'll find Buzz."

"Yeah, but when and where, Kiddo?"

After placing a stack of bowls on the table, Rebecca rapped her knuckles against the table top. Everyone's attention turned towards her. "In honor of Higher for Hire's first anniversary, I am pleased to announce that the party is about to begin."

"Whoo-hoo!" Molly whooped, brandishing her spoon. She had been looking forward to cake and ice cream all day.

"But first, as manager of Higher for Hire, I would like to say a few words."

"Aw..." Molly slumped in her chair, disappointed.

Eyes sparkling, Rebecca gushed like an excited schoolgirl, "I can't believe Higher for Hire made it through one whole year! And Higher for Hire just didn't survive, we actually turned a profit. A miracle despite the fact that Baloo lost some cargoes, like that very, very profitable Fandango Mango account, which I'm still not happy about."

Baloo's noisemaker just happened to _accidentally_ fly towards Rebecca.

Dodging the noisemaker, Rebecca continued, "Honestly, some days, I thought this business would never make it this far with the poor economy, various setbacks...

"Long-winded bosses," Baloo murmured derisively. Unprofessionally, Rebecca stuck her tongue out at her pilot, inciting a little giggle from Molly.

"Furthermore, I wanted to tell you what a joy it's been - for the most part," she shot a pointed glance at her pilot, "working with you. All of you have made this year very special for me, and I hope it's been just as special for you."

Before Baloo could open his mouth to make another derogatory comment, Rebecca hurried on with, "And not just because of the money. Without you and your hard work..." she broke off, chortling to herself. "Hard work and Baloo in the same sentence? I never thought the day would come!"

Baloo scowled at her, drumming his fingers on the table. "Get on with it, Becky."

Rebecca gazed around the table at the little group. Her affectionate smile fell on each one of them. They were not only her employees; they were her friends, her family. She concluded, "Without all of you, this anniversary would not have been possible. Thank you." She lit five candles on the cake and flipped off the lights.

"Make a wish," Wildcat suggested.

Kit chuckled, "This isn't a birthday cake, Wildcat."

In his usual innocent way, Wildcat said, "It isn't? But I thought it was Higher for Hire's first birthday."

"Yeah!" Molly agreed, nodding her head so that the pompom on her hat bobbed up and down. "We need to make wishes."

Rebecca squeezed her daughter's shoulder. "Go ahead and make a wish if you want to, Pumpkin."

"Happy birthday to you," Wildcat warbled, slightly off key. One by one they all joined in the song. "Happy birthday to you. Happy birthday, Higher for Hire. Happy birthday to you."

"And many, many more!" Rebecca sang.

They all took deep breaths and blew out their respective candles. Rebecca cut the chocolate cake into lavishly large slices while Kit scooped up vanilla ice cream. The cubs and Wildcat delved into the sweet treats.

With his fork, Baloo skewered some cake, looked at it, uninterested, and set it back on his plate with a sigh.

"I told you not to eat so many donuts, Baloo," Rebecca admonished. She shot a grin of self-satisfaction over at her pilot. She loved it when she was right.

Baloo sighed again, his chin propped in one hand.. He mechanically mashed his cake into a flat pancake with his fork. "It ain't that, Beckers. I'm worried 'bout Buzz."

"Well, you said he was an eccentric." Rebecca placed a gentle, comforting paw on his arm. "Maybe he decided to go somewhere that he normally doesn't go on the spur of the moment."

Baloo shook his head, stared at his bowl for a moment, then rose from the table.

"Where are you going, Baloo?" Rebecca asked, concerned.

"To look for Buzz. People don't just disappear inta thin air." He tore the party hat from his head and tossed it on the table.

Kit dropped his spoon, his dessert half eaten, and ran after him. "Wait up, Baloo!"

Rebecca, with the unspoken words, "Be careful," on her lips, stared at Baloo's flat piece of cake with a thoughtful expression. She had suddenly lost her appetite.

**_Across Town_**

Trader Moe, a diminutive, shrewd-looking alligator, was flanked by his two goons - a burly ape and hulking rhino - in a booth located in a poorly lit, shabby bar popular with shady characters. The bar, located down by the wharves, was a good place to procure valuable information - illegal, underground information. Seated at the table across from the mismatched trio was Don Karnage. His face was concealed by a black hood so that only the tip of his nose showed.

"Do we have a deal?" rasped Karnage in an attempt to disguise his voice.

"I dunno. I don't do anythings widout a trade. Gimme one good reason to do your dirty work for yas," Trader Moe said, a suspicious gleam in his beady eyes. He didn't trust this hood in a hood, but, then again, he didn't trust anybody.

"Yeah, why do we gotta do your dirty work?" parroted Rhino Goon in a deep bass voice.

"Definitely not clean," added Ape Goon in his ominous, yet imbecilic, speech.

Don Karnage wasn't phased - much - by Trader Moe's dumb, behemoth sidekicks, even though it looked like they could tear him limb from limb with their bare hands. He withdrew a small bag of gold from his cloak pocket and tossed it on the table.

"Not good enough. Try again." Trader Moe snapped his fingers, signaling for the goons to point their handguns right at Karnage's head.

"Hee-hee," Karnage chuckled nervously. He placed a second, bigger, bag of gold on the table. "Two bags of gold?"

"Ventilate him, boys," Trader Moe ordered.

"Wait! Wait!" Karnage drew - of all things - ten clamshells out of his pocket and lined them up on the table.

Nearly salivating, Trader Moe snatched them up greedily. "Start talkin'."

"Let me say this now. The welcome - it is not for me in Cape Suzette, especially that part of Cape Suzette."

"But yer here now!" Trader Moe cried in surprise.

"Now you see me, now you don't," Karnage hissed cryptically. He shot an apprehensive glance around the bar. He didn't want one of these bounty-hunters to get wind of his true identity. "Listen up with the ears, sharp-toothed one. I have a hyposthetical question. If I were to perhaps get my fingers on a certain type of doohickey, could you perform the installation for me?"

"What kind of doohickey?" Trader Moe inquired, leaning over the table.

The goons leaned closer at the same time, and they all three bumped heads.

"Ow! You pea brains!" Trader Moe smacked the goons on the snout with his floppy, brown hat.

Don Karnage chuckled in his throat. Here was a man who treated his lackeys like he did. A man after his own black heart. As much as he would have liked to watch their antics, he wanted to get on with it, get it over with, and get out of there. He became instantly serious. "A wonderfully sneaky doohickey. I need to get rid of a certain party favor, you see. Si?"

"Party favor?" Trader Moe repeated, confused by Karnage's verbiage.

"We're goin' to a party?" Rhino Goon asked. He seemed pleased. A goofy grin lit up his heavy features.

"Goody!" Ape Goon clapped his huge hands, nearly hitting Trader Moe in the face. "I like parties with cake and punch."

"If you twos don't shut yer yaps, I'll give ya punch," Trader Moe threatened. He pinned Ape Goon's hands down to the table.

"No! Not a party!" Karnage growled savagely. Trader Moe and the nincompoop goons' senseless banter was beginning to grate on his nerves. He choked out in his own accented voice, breathing heavily with rage, "I...need...to...keell...an...annoying...meeserable...pilot! Do...you...hear...me, you eediots!"

Everyone's eyes in the establishment turned towards their table. Every single thug produced a gun or a knife or both.

"I guess you did hear me. Only kidding," Karnage backpedaled tensely. He tugged the cloak further over his face. "It is a funny joke, yes-no? Do you not get the punch-out line? Keell a pilot? Ha...ha?"

Everyone, bored or baffled, returned to their own business and returned their weapons to their holsters.

When he was sure that no one was eavesdropping, Karnage hissed, "I want you to put _this_," he slipped a black, innocuous-looking box the size of a pocket watch on the table, "under the control panel of the _Sea Duck_ by tomorrow."

Trader Moe said slowly, "Wait a minute. Ain't dat da plane dat belongs to Baloo?"

"To Baloo?" Rhino Goon said.

"Ain't Baloo a color?" Ape Goon wondered, scratching his head. "Is dat the color of the plane?"

"Yes! It's Bahloo's plane!" Karnage snarled through clenched teeth; he pounded his fists on the table. He was on the verge of blowing his top. This was taking three times longer than he had planned. "Don't ever say that pesky pilot's name in my hearing again! I hate him! I loathe him! I despise him with a passion fruit!"

"Dat makes two of us," said Trader Moe.

"Ain't dere three of us?" Ape Goon asked, looking at his fingers in confusion.

Trader Moe decided to ignore that comment. "Baloo's gotten in my way too many times. What does this thing do?" Trader Moe inquired, turning the shiny black object over in his hands. On the top side was a green dome-shaped light.

"Let's just say it will make that estupid pilot easier to control. Make sure you do what I say, or I'll turn you, Trader Moe, into a pair of boots for my footsies!" With an ominous chuckle and a swish of his black cape, Don Karnage disappeared into the night.

**_Higher for Hire  
__11:00 PM_**

Yawning, Rebecca poured herself another cup of coffee and meandered from the kitchen to the office. It was late and she was tired, but she simply couldn't go home to her apartment until she was certain that Baloo and Kit had returned safely. That hopeless look of desperation that Baloo had worn when he left the party had made her uneasy. She'd only seen that expression on the normally jovial bear's face twice before: once when he thought that Kit had betrayed them to the air pirates, another time when Kit had run away to join Daring Dan's air circus. She didn't personally know Buzz, but, because Baloo was so concerned about his whereabouts, she suspected that he was someone who meant a lot to her pilot.

The bearess sat down at her desk, setting the cup down at her elbow. She uninterestedly thumbed through a pile of invoices, laid them down, and took a sip of coffee, glancing over the cup's rim at Molly. The little girl was sound asleep in the easy chair. A red blanket, her DangerWoman cape, was wrapped around her. Molly had made a valiant attempt to stay awake until Baloo and Kit had returned. After Wildcat had left, she had begged her mother to read her favorite story -_ Gladys and the Gorilla _- to her, and to her raptured delight, Rebecca had complied. It was a rare moment when Rebecca devoted time to play with her daughter. Molly had listened to the story, a story that she could repeat verbatim, before the seven-year-old, her tummy full of cake and ice cream, nodded off on Rebecca's lap.

Crossing the room, Rebecca gently tucked a pillow under Molly's golden head. She tenderly smoothed Molly's hair and caressed the little girl's cheek, causing Molly to wrinkle up her nose. The bearess glanced at the grandfather clock ticking the seconds steadily away in the entryway. Five minutes until eleven o'clock. Would they never get home? It seemed as if she had been waiting an eternity.

In the space of a minute, Rebecca's emotions ran the gamut from peeved - _How dare they make me wait up for them this long?_ To angry - _If that bear ever pulls this stunt again, he's fired!_ To worried - _What's taking them so long? I hope they didn't run into any trouble._

Just as soon as she was about to radio them, she heard the well-known clamor of the _Sea Duck's_ engines as the seaplane splashed down for a landing, a sound that made her pulse quicken every time she heard it. It betokened adventure, excitement, not to mention a certain bear who piloted the plane... Exhaling an enormous sigh of relief, Rebecca established herself behind her desk, the epitome of nonchalance. When her pilot and navigator entered, she inquired with a tired smile, "Any luck?"

Baloo gathered sleeping Molly in his arms. He dropped into the chair only to spring up with a yelp. From underneath the pillow, he fished a colander - Molly's DangerWoman helmet - and placed it on the crate beside the chair. The big bear once again settled into the chair with the little girl on his lap. Molly smiled in her sleep, nuzzling her cheek against Baloo's chest. "Nope, nuthin', Beckers, not a trace," he sighed. He cuddled Molly close to him.

"And we went _everywhere_," Kit added, perching on the chair's arm, leaning his weary head against his Papa Bear's shoulder. Baloo draped his arm around him.

Rebecca's heart melted as it always did when Baloo exhibited paternal tendencies towards her daughter and Kit, but Baloo didn't notice the loving smile that she briefly bestowed upon him. Remembering herself, remembering that Baloo was her employee, remembering what the manual said about keeping employer/employee relationships strictly platonic, she bent her head over her desk under the pretense of being hard at work.

It was becoming more difficult to conceal her feelings for Baloo, feelings that dated back to that first night she and Molly had spent at Higher for Hire. Exactly one year ago when Baloo had played with the cubs, Rebecca had discovered, to her wonderment, a big-hearted bear under that sloppy, careless, and rude exterior. With that discovery a seed had been planted in her heart, which had gradually flourished and then bloomed into love.

Peeking up through her eyelashes at the little group, Rebecca longed to comfort Baloo, to rush to his side and throw her arms around him, to do something to alleviate the discouragement that showed so plainly on his face. The one thing that held her back was that her heart had been broken too many times by con artists and ghostly men - men who weren't what they seemed. Consequently, she wasn't going to give Baloo any indication that she cared for him until she was one hundred percent positive that he loved her, too. Even so, it took every ounce of her self-control not to perch on the other oh, so inviting arm of that chair.

Baloo yawned a yawn that should have dislocated his jaw. He waited for the inevitable tirade from Rebecca about wasting time on wild goose chases, about wasting precious fuel, and, therefore, money, but it didn't come. She continued to half-heartedly jot down figures in a ledger. He watched his boss for a while, admiring the subtle interplay of shadow and light that the lamp threw over her attractive, delicate features, before remarking with seeming unconcern, "So, Becky..."

Without looking up, she said, "Yes, Baloo?"

"Ya waited up for us?"

That question caught the businesswoman off guard. It was the truth, and they all knew it even though she never would have admitted it, not in a million years. Her cheeks turned ten shades of pink as she stammered out, "Not exactly...I...I just had some...work...to catch up on, and..." her glance strayed across the room to her pilot; a trace of the love that she tried so hard to suppress was visible in her eyes; "you know, Baloo."

"Yeah, Rebecca...I know," Baloo murmured softly, grinning foolishly in response to Rebecca's shy, blushing smile. They were unable to tear their eyes away from each other.

Kit witnessed the silent exchange between the two adults with bated breath. He could almost feel the electricity crackling in the air. The family that this orphan had dreamed of all his life seemed like it could become a reality very, very soon. Something inside of him shouted exultantly, but then the magical moment was broken by...

"It's getting late," Rebecca said matter-of-factly, packing papers into her briefcase. "I need to get Molly to bed, and you boys should get some sleep, too. Remember, you have that early morning delivery of turnip peelers to Thembria."

Kit grimaced, but nodded his acquiesce. A cargo run to Thembria was no picnic with the mountain of forms/paperwork that one had to fill out upon arrival. And then there were the forms that had to be filled out if a screwy Thembrian law was accidently broken. The fluid laws varied by the minute according to the High Marshall's whims.

Through a yawn, Baloo said what Kit was thinking. "Don't know why Thembrians need turnip peelers at seven-thirty in the A.M."

"Because that's when the Ministry of Kitchen Utensils scheduled you in," Rebecca answered. When Baloo carefully handed Molly to her, his hand brushed up against Rebecca's. The bearess planted a kiss on her daughter's forehead to hide the blush she felt on her cheeks. Rebecca headed for the door with slumbering Molly cradled against one shoulder and her briefcase in the other hand.. "See you boys bright and early."

Kit rushed to the door to open it. He was rewarded with a "Thank you, sweetie," and a quick peck on the cheek, his first kiss from Rebecca. It gave him a thrill, something akin to when he cloud-surfed.

In the doorway Rebecca paused for a second. She turned to Baloo to remind him of something pertaining to the next day's shipment, but when her eyes met his, she once again reddened prettily with confused embarrassment. She couldn't remember what she was going to tell him. The bearess, who was usually glib of tongue, mumbled an almost incoherent, "Um...goodnight, Baloo, Kit," as she swiftly left.

"Night, Beckers."

"Bye, Miz Cunningham."

Kit shut the door and crossed to the room to once again perch on the arm of the chair next to Baloo. With a mischievous twinkle in his eyes, he hinted casually, "Molly's lucky."

"How's that, Kid?" asked an unsuspecting Baloo, stretching out in the chair.

Kit tapped at the little bump in the bottom of Baloo's shirt pocket. "I think Rebecca would be a great mom." He knew exactly what Baloo had been carrying around for the past month. In fact, he had caught the big bear staring at it one day last week.

"You do, huh?" Baloo pulled Kit onto his lap and tickled him mercilessly until the boy begged, tears streaming down his cheeks, for him to stop.

"Scoot to bed, L'il Britches." Baloo playfully cuffed Kit on the chin. "I'll be up in a bit. Gonna get some air."

Kit hugged Baloo before sliding off his lap. "Night, Papa Bear." An excruciatingly glad boy ran up the stairs two at a time. Barring their failed search for Buzz, it had been a wonderful day. Rebecca's kiss had been the icing on the cake.

Baloo wandered out into the starry night and plopped into his hammock slung under the _Sea Duck's _wing. Now that the sun had gone down it was chilly, but Baloo didn't notice the cool temperatures. He was concerned about another matter, and it wasn't Buzz's whereabouts. From his shirt pocket, Baloo extracted a small box. He opened it. A dazzling sparkle shimmered against the black velvet as if a fragment of Cleanser's Comet had fallen from the sky and landed there. The diamond wasn't as big as he would have liked, but it was the best that he, a poor cargo pilot with a penchant for spending money as fast as he earned it, could afford.

Baloo wasn't sure when Rebecca became more than just his boss; it had happened so gradually over the course of the year. Now, he couldn't imagine life without her and Molly, and he didn't want to ever have to imagine life without them. He had realized that in a breathtaking moment last month.

On an ordinary day, during perfectly ordinary circumstances - when she was giving him instructions about a delivery no less - he had simply looked into Rebecca's brown eyes and knew that he loved her. It had completely thrown him for a loop. He was so discombobulated by his discovery that he got all of the deliveries mixed up for the rest of the week, but he hadn't minded the justifiable scoldings afterward. Baloo closed the lid with a sigh before carefully returning it to his pocket. "Whattaya offer a gal who owns everythin' ya have?" he inquired of the night. "Includin' yer heart." He folded his arms behind his head and listlessly gazed at the moon rising over the city.

**_Higher for Hire  
__Midnight_**

One hour later, Higher for Hire was wrapped up in sleep. All was still except for the waves lapping against the docks, the steady, sleepy clanging of the harbor buoy, the windsock flapping in the cool night breeze, and three suspicious characters skulking around the corner of the building.

"Dere's da plane," Trader Moe whispered, gesturing to the _Sea Duck's_ large, shadowy form bobbing in the water.

They slunk over to the seaplane. Upon opening the cockpit door, they were greeted by a loud noise, almost as if someone was using a chainsaw nearby.

"Hey, boss! Look what we found!" Rhino and Ape Goon proclaimed in chorus. Both pointed down at Baloo, who was slumbering soundly in his hammock slung under the plane's wing.

Trader Moe slapped a small paw over each of the goon's mouths. "Shhhh! Don't wake him up, ya loudmouths! We gotta do dis quiet-like. But if he does wake up, sedate him."

"What's dat mean? Sedate?" Rhino Goon asked, scratching his head in confusion.

"Yeah, what mean, sedate?" repeated Ape Goon.

"Bonk him on da head, ya peach pits!" Trader Moe stepped into the cockpit, grumbling to himself irately, "I gotta get me some new goons!"

The alligator knelt on the floor to feel around under the control panel. He stuck the magnetized little black box far enough back where he thought no one would notice it. When he went to get up, he hit his head on the pilot's seat. His hand flew to his mouth to stifle his agonized cries of pain. He tiptoed out of the cockpit. "Dat's done. Let's trade our clams for moolah."

Rhino Goon said, "Where we's going, boss?"

Ape Goon echoed, "Yeah, like go where?"

"Moolah-Boolah! Where else can ya trade clams for loads-a cash?" Trader Moe, in his exasperated fury, slammed the cockpit's door. "Oops!"

They all stood frozen in their tracks - mid-step - staring at Baloo with terror in their eyes.

Baloo mumbled, "Extra mustard. Hold the onions," and turned over, resuming his snoring.

Trader Moe exhaled a sigh of relief. "Dat was close!"

"Yeah, too close," said Rhino Goon.

"Different from far away," added Ape Goon.

"Shaddup, ya big lug nuts! Sheesh," Trader Moe exclaimed in exasperation as he snuck down the dock with the two goons tromping after him, "I wonder if ten thousand smackers'll buy a coupla new goons."

End of part 1


	2. On With the Show

**Karnage's Revenge  
Part 2**

**_Thembria  
__Saturday Morning_**

The _Sea Duck_ landed on a runway of hard-packed snow in the pale grey dawn. Its yellow and orange paint contrasted with the bleak white and grey that was Thembria, a country that was cold and overcast three hundred sixty-five days a year. And what the weather lacked, the oppressive communist government made up for. Thembria, with its heavy-handed military, its poverty, its constant shortages, its crazy laws, it was just a great place to live. Can you imagine the travel brochures for this country? Welcome to Thembria - the land of abundant snow; but if you play in it, you will be shot!

Before Baloo or Kit could step one toe out of the plane, they were surrounded by an entire division of the Glorious People's Army, all of whom aimed their guns at the two bears.

"What's goin' on?" Baloo cried. "Don't tell me I parked in the High Marshall's very private parkin' space again."

Kit checked the passport again to make sure that the right date was stamped on it. It was. He was as confused as Baloo as to why they were in trouble.

Through the ranks of soldiers pushed an extremely short blue-grey warthog. Trailing after him meekly was a tall, portly warthog. It was Colonel Ivanov 'I-Want-To-Be-A-General-When-I-Grow-Up' Spigot and his faithful, mild-mannered toady, Sergeant Dunder.

"Here comes General Nuisance," Baloo remarked to Kit. Actually, Baloo felt more relaxed at the appearance of his friend Dunder, and he knew that he could handle the farcical, melodramatic Spigot.

"Up, Dunder!" Spigot commanded.

Dunder lifted Spigot so that he could look into the _Sea Duck's_ window.

With a pronounced lisp, Spigot said, "I'm Colonel Spigot. Perhaps you've heard of me?"

"Sure, Spiggy, I've heard of ya. What's up with the twenty-one gun salute?"

"We have orders from the High Marshall to search all of the vehicles coming in or going out of Thembria." He flicked his riding crop in Baloo's face. "Someone has been hijacking all of our Frigid-Air - the finest cold steam imported from the Geysers of Gesundheit located in Tundra City."

"I think someone's got steam comin' outta his ears," Baloo hissed in a rather loud aside to Kit, who stifled a wan snicker in the sleeve of his sweater.

As if it explained everything, Spigot mentioned, "Madam High Marshall loves to have a bowl of cold steam before retiring."

"It settles her stomach," Dunder added helpfully.

"Now that she can't have it, the entire country is in an uproar!" Spigot said with a dramatic flourish of his riding crop. "Down, Dunder!"

Both bears looked out the window at the capital city. None of the warthog peasants listlessly standing the numerous interminable lines for food or emerging from the rows of identical houses seemed in the least concerned about missing cold steam.

Spigot ordered, "Get out of the plane while we inspect your cargoes!"

"Why would anyone steal cold steam?" Baloo mused as he and Kit hopped out of the _Sea Duck_.

"It's a rare delicacy, because it's hard to come by," Spigot supplied; frantic irritation dripped from his voice. If he didn't find that cold steam, he himself would be in front of a firing squad, squashed by a bathtub, or worse, be fed to polar bears.

"It's just air. Don't get so _steamed_ 'bout it, Spiggy."

"Just air? _Just_ air?" Spigot bristled in umbrage, drawing himself up to his full height; even so, he was still shorter than Kit.

"Well...yeah. You've got lotsa cold air just hangin' 'round in the air here in Thembria. Can't ya just catch it," Baloo made a motion as if he were capturing fireflies, "an' bottle it up? No one'll know the difference."

Spigot fixed a cynical eye on Baloo. "I suppose next you'll be saying that the Patriotic Flying Flounder is _just_ a fish. It's an insult to my glorious Mommyland! You'll get the firing squad for that! Guards! Take them away!"

While they were being hauled away, each between two strong guards, Baloo wheedled, "C'mon, Spiggy, we're only deliverin' turnip peelers. Why doncha let us drop 'em off - after we fill out all the correct forms, of course - an' let us scoot outta here?"

Squinting, Spigot peered suspiciously up at Baloo. "You need to be locked up anyway, Baloo. Perhaps you've broken a law, and we don't know about it. Better to be safe than sorry with dangerous criminals."

"Look! We don't have your steam." Baloo did the Bear Scout salute. "Scout's honor."

Despite Baloo's protests, the prison doors clanged behind them. Pilot and navigator were in a small cell, which was bare save for bunk beds in the corner of the room, a naked lightbulb hanging from the ceiling, and a Thembrian flag - a white semi-circle imposed on a black background - plastered across one wall.

"Aw, man!" Baloo tossed his cap to the floor in disgust and plopped down on the bottom, ancient-looking bunk. It nearly bowed down to the floor under his weight. "Becky's gonna kill me if we're late for her one o'clock pickup, an' this time it ain't my fault! But she won't care. She'll blast out my eardrums anyways. Cold steam? Who in their right mind eats cold steam? Where's the nutritional value in that?"

Kit, sitting down beside the big bear, handed Baloo his cap. "This is Thembria after all, Papa Bear. Since it doesn't make sense, it must be a sensible Thembrian law."

Baloo cleaned out his ear with a finger. "Huh? Now yer talkin' like them."

"Sorry. It must be something in the _air_."

Groaning, Baloo said, "Man, Kid, your jokes don't get better with age."

"What can I say, Papa Bear?" rejoined Kit with a big grin, lightly poking Baloo in the stomach with his elbow. "I learned from the best."

**_Meanwhile at Pirate Island_**

Don Karnage strutted into the _Iron Vulture's_ cockpit where Gibber, Will, and Ratchet were already assembled. "Are we all here? Good. I will check, double check, triple-decker check to make sure that everything goes as smooth as a baby kitten's backside. The list, if I please, second mate Will."

Will, a stocky, sandy-colored canine, drew out a list from his brown jacket and handed it to Karnage.

"Secret weapon loaded?"

"Loaded and ready," answered Ratchet, the air pirates' mechanic.

"Good. Doohickey planted on _Sea Duck_? That sneaky crook of a croc better have, or I'll hunt him down and wring his scaly neck. Sea monster?"

Dumptruck and Mad Dog staggered into the cockpit; both were sopping wet and out of breath from their recent encounter with the sea monster.

"Der snakey is hooked up to the _Iron Vulture_ and ready to roll, er...swim, Captain Karnage, sir," said Dumptruck.

"Stupid snake." Mad Dog wrung out his vest, leaving a puddle on the floor. "Why'd it have to thrash around so much? You'd think that it didn't like being chained up."

"Costume?"

Gibber whispered into Karnage's ear.

"Excellamundo! All that is lacking is the bait. My personal personage will personally see to that." He crammed the list into his pocket. His pleased smile turned into an impatient frown. "What are you all just standing here for? Get back to work!"

**_Thembria  
__Three Hours Later_**

By the time Spigot and Dunder returned, Kit was lounging on the top bunk while Baloo paced around the cramped cell, grumbling to himself under his breath. The big bear flew to the door and wrapped his fingers tightly around the bars. "Well? Well?" he asked in a tense, expectant manner.

Spigot, who had big-time short-man syndrome, said loftily, "I have good news and bad news, Baloo. The bad news is that we didn't find the Frigid-Air in your aircraft."

"I told ya that already," Baloo said tersely. "What's the good news, Colonel _Nozzle_?" He couldn't help razzing Spigot about his unusual, and entirely forgettable, name. Call it payback for being wrongfully imprisoned for three hours.

"It's Spigot! Colonel Spigot!" the short warthog screamed at the top of his lungs. It was the bane of his existence that no one, with the exception of Sergeant Dunder, remembered his name. "For the last time, it's Spigot! Unfortunately, the good news is that you're free to go. And it's so sad, because I had my heart set on a nice firing squad execution. 'This Was Your Life' is my favorite radio show. I love the groveling, the weeping, the gnashing of teeth, the really big boom at the end." Spigot giggled jubilantly. "It sends chills down my spine."

"Mine, too," Kit said, shivering from cold and from the idea of being before a firing squad consisting of full-sized panzers. He hopped down from the bunk.

Dunder unlocked the door, saying timidly, "No hard feelings, Baloo? We have to lock up everyone, even our friends."

"How many times do I have to tell you, Sergeant Dunder, we Thembrians have no friends!" Spigot lashed the sergeant across the knees with his riding crop. "We don't need friends! We are above friends!"

"Sorry, sir," Dunder apologized contritely. "It's my fault that the steam is missing, sir?"

"Yes! That's all your fault!"

"If you lock everyone up, it's no wonder ya go no friends," Baloo stated the obvious.

"Silence! Or I will throw you back in the clink for twenty years for insubordination to an officer of the People's Glorious Air Force!"

"All right, we're gettin', we're gettin', Colonel _Faucet_."

Kit and Baloo heard the short colonel's voice echoing shrilly, "It's Spigot!" through the hallways as they made their hasty retreat.

**_Meanwhile on the Iron Vulture  
__Don Karnage's Bedroom_**

Turning this way and that, Don Karnage admired himself in the full-length mirror. He sported a full-body sheep costume, minus the head, which looked fairly believable, though hokey. Over the costume was a brown three-piece suit.

"Ha! Ha! I am now the handsome wolf in sheep's clothes, yes-no? Every little teensy-tiny piece is coming into place just like the jiggity sawhorse puzzle. I only need one more thing to begin to set my genius plan into action."

Gibber, who was holding up a small hand mirror so that the captain could see his backside, muttered a hasty comment into Karnage's ear.

"Yes...I would like that, but none of the painter-type peoples can capture the gloriousness that is Don Karnage, scourge of the Seven Seas and beyond!" Karnage admired himself in the mirror once more. "I meant the last thing I need before we can take over Cape Suzette."

"What's that, Captain?" Mad Dog whined.

"Something to lure Bahloo into my trap."

"Cheese?" Dumptruck ventured.

"Not cheese, you eediot!" Karnage snatched Dumptruck's top hat from his head and smacked him across the face with it. "That's for mouses. I am after something much bigger, so I need the bigger bait. With this disguise, I will trickity-trick one of Bahloo's friends into coming with me back to the _Iron Vulture_. That will insurance that Bahloo will follow me like the Pied Pickle Piper-man into my brilliant trap."

"How are you going to do that, Captain?" Mad Dog whined. "Kit Cloudkicker is a smart boy."

"I am not going after that smart-alecky juvenile delinquitiwink," Karnage growled, placing the sheep's head over his own - putting it on slightly sideways. He tugged at it until he could see out of the small eye-hole slits. His voice was muffled, hollow as he said, "That boy of Bahloo's is slickier than a slime-smeared sardine."

"Vell, den who are you going after?" Dumptruck inquired as Karnage climbed into the air pirate's small submarine.

"Someone unsuspecting. Someone helpless. Someone like..."

**_Higher for Hire_**

Rebecca rose from her chair when she saw a well-dressed sheep carrying a briefcase enter the office. "Good afternoon," she greeted brightly. She rushed to escort the sheep in. She wasn't about to let him change his mind about using her cargo service. "Welcome to Higher for Hire, sir. Please sit down." She gestured to a crate in front of her desk. Taking her own seat opposite the sheep, she had her pen poised to jot down his request. "I'm the owner of Higher for Hire, Rebecca Cunningham. Maybe you would like to know that for Higher for Hire's one year anniversary, we are having a special: the first delivery for new customers is half price. Now, how may I help you?"

Don Karnage, sweating profusely inside the itchy costume, was growing increasingly irate. He would like nothing more than to bump Rebecca and her annoyingly cheerful smile off here and now rather than going through all of the hassle of kidnaping her. But if he didn't kidnap her, Baloo would not fall into his wonderful trap, and then how would he get his revenge? Instead, Karnage answered with feigned politeness, "You can help me by being the bait."

"I beg your pardon?" Bewilderment was on Rebecca's face as she stared at the sheep. Something wasn't quite right about this man, but she couldn't put her finger on it. Something about the way he moved his mouth was a little off, and he sounded like he talking from the bottom of a well. She dismissed it from her mind. Perhaps he had a cold. After all, a client was a client, something that Higher for Hire could never get enough of. Cautiously, she inquired, "Did you say bait? As in fishing bait? Worms perhaps...?"

Karnage cleared his throat. He forced himself to smile, a rather odd smile. "Uh...yes! Bait. Worms. Exactitutely. You hit the nail on the tippy-top of the head. I have these worms...like the ones in my briefcase." He plunked the briefcase on the desk. "Would you care to see? Si?"

Rebecca cringed imperceptibly. She detested anything creepy or crawly, but she couldn't afford to offend a potential client. "Well...I don't really think it's necessary..."

"Oh, but it is absotutely necessary." Ignoring her protests, he clicked open the briefcase. A cloud of noxious sleeping gas hit Rebecca full in the face. With a groan, she passed out on the floor.

"Hee-hee!" the pirate laughed triumphantly. "Nighty-night. Sleep tight. You'll be dead before the dawn's first light." He slid a burlap sack over Rebecca's limp form. He then speared a ransom note to her desk using a very sharp, very deadly knife with a skull-and-crossbones symbol on the handle.

Panting inside his stuffy costume, Karnage carried his sack like Santa Claus carrying his sack of toys. A copper-colored submarine waited at the end of the dock. He shoved the brown bag into the submarine before sliding in after it.

**_Higher for Hire  
__One Hour Later_**

"Man, I wish I never had to go to Thembria again," Baloo complained, stepping from the _Sea Duck_. "Crazy country with crazy laws an' even crazier colonels."

"We've been in Thembrian jails so many times, they should permanently reserve us a place," Kit joked weakly.

"Don't give 'em any ideas, Kit." Baloo burst into the empty office, blurting out, "I know we're late, Becky, but I can explain everythin'. It honestly wasn't my fault this time. Ya gotta believe me! Them Thembrian kooks..." Discovering that no one was listening, he trailed off. "Becky? Beckers?" Frantically, he peeked behind the door, checked in the warehouse, and then hollered upstairs, "Where are ya, Rebecca?"

Kit wasn't quite as upset. "Maybe she had an errand to do in town, Papa Bear. I bet Wildcat knows where she went." However, when Kit spied the deadly knife protruding from the desk, his stomach plummeted to his ankles. He recognized the skull-and-crossbones emblem on the handle. It could only mean one thing - air pirates. It was creepy that this was happening all over again, just like last year. Next to the note there was a picture of Baloo with the big 'X' slashed across the big bear's face. It filled Kit with trepidation. "Baloo! Look!"

Rushing down the stairs, Baloo snatched the note from under the knife. "Man, talk about yer déjà vu!" Aloud, he read:

_Dear Baloo-type person, _

_I have in my possession someone very special to you and very annoying to me by __the name of Rebecca. If you want her, come and get her._

_Sincerely,  
__That panic provoking pirate,  
__the one-and-only me,  
__the fantabulous,  
__Don Karnage_

_P.S. Nyah-nyah-nyah-nyah-nyah-nyah!_

Baloo reread the note again, a dark scowl creeping across his face, before crumpling it and pitching it in the trash. "Dang that Karnage! This is the absolute last time he kidnaps my Becky!" Stomping towards the _Sea Duck_ resolutely, he said, "C'mon, L'il Britches, we're gonna teach that pirate a lesson that he an' his big ego will never forget."

**_Cape Suzette Cliffs_**

Three-fourths of the way up the rocky crag, cliff guards Sam and Ralph, a stocky beige sheepdog and a skinny brown coyote respectively, sat at opposite ends of a checkerboard. Nearby was one of the large cannons used to defend the city, affectionately known as Big Bertha. Before them, as far as the eye could see, stretched a panorama of a peaceful blue sky streaked with wispy cirrus clouds hanging over calm blue ocean; it was difficult to tell where water ended and where sky began. The sort of sleepy, lazy day perfect for indulging in a game of checkers.

"Your move, Sam."

Sam jumped two of the red pieces while Ralph looked on, befuddled. "Your turn, Ralph."

As Ralph pondered his next move, Sam watched the planes coming and going through the cliff opening. Below them streaked a yellow blur of a seaplane.

"There goes Baloo again."

"Mmm-hmm," Ralph mumbled, tongue protruding from his mouth, his full concentration on the checkerboard.

"Wonder why he's in such a hurry. Must be a rush delivery."

Ralph peeked over at Sam. The canine's attention was focused on the seaplane fading into the horizon. With a sly glint in his beady eyes, Ralph surreptitiously switched one of Sam's red pieces with his own black piece. However, his smile fell from his face when Sam captured the remainder of his men.

"Play it again, Sam?" Ralph said, crestfallen, but determined to win at least one game. "Best five out of six?"

Sam shrugged. What else had he to do? (Work? What's that?) "Sure." He quickly set up the board. "You go first, Ralph."

From out of nowhere, a thick bank of fog rolled over them unexpectedly. "I would if I could see the board," came Ralph's disembodied voice.

"I thought Broadcast Sally predicted clear skies today," Sam commented.

"Can't trust those radio people," Ralph replied, sneakily removing a few of Sam's checkers.

A large, hazy silhouette appeared over the side of the cliff.

"What the...?" gasped Ralph in disbelief.

When the sea monster chomped Big Bertha in her gigantic jaws, ripped it entirely from the cliff, and spit it into the ocean, the cliff guards shrieked in terror, "Aah!" cowering behind the checkerboard.

**_Back to the Sea Duck_**

With throttles wide open the _Sea Duck_ sped towards Pirate Island as fast as its Superflight 100 engines would go. From out of nowhere a thick fog suddenly enshrouded them in its unseeing gloom. Kit rolled down his window and stuck his head out, scanning the horizon with his keen eyes. As navigator, it was his job to warn Baloo of any obstacles in their path.

"Aw, great. Fog. What else can go wrong?"

Baloo should know better than to say that. Have you ever noticed that that phrase always gets him into trouble? In keeping with that, here came a fleet of tri-wing CT-37s.

"Pirates!" Kit proclaimed, hearing the airplanes before seeing them. Being a former pirate himself, he knew the hum of those CT-37 engines well.

"I'll try ta lose 'em." Baloo yanked back on the control yoke, but to no avail. Nothing happened. The seaplane continued on its forward journey. "Huh?" He turned the steering wheel right, left. Nothing. Back, forward. Nothing. He stomped down on the foot pedals. Nothing. No matter what Baloo did, the plane would not change course. "This is the first time the _Duck's_ ever had a mind of her own."

"What does that mean?" Kit asked.

"I can't control 'er, L'il Britches!" Baloo frantically flipped switches in desperation, sweat beading on his brow.

"Look, Baloo. The _Iron Vulture_!" Kit announced. Through the mist, the pirates' hulking mother-ship was coming right at them. The _Sea Duck_ was making a beeline for it as if it was attracted to it by magnets. "We've gotta bail out before Karnage captures us." Kit eyed the CT-37 directly beneath them acting as an escort. "We can escape in one of those CT-37s."

Baloo hesitated. His plane was extremely important to him. "But my baby..."

"We'll get it back," Kit reasoned, "but if Karnage catches us who will save Miz Cunningham?"

"Okay, Partner." Baloo flung open the port cockpit door. Wind whistling past his ears, he gauged the distance to the pirate aircraft. It wasn't far, a few hundred yards, but if they were a little off they might as well say bye-bye to breathing. "Pull chocks?"

"Pull chocks," Kit said with a determined thumbs-up.

Together, they leapt into the pirate plane. Baloo picked up startled Hal - a rotund orange feline pirate - by the scruff of his neck and tossed him overboard with a cheery, "Thanks for the loaner, pal."

Hal's parachute deployed. He drifted, and then disappeared, into the fog.

The CT-37 with Baloo and Kit followed the rest of the pirate airplanes to the _Iron Vulture's_ landing strip located on top of the huge mother-ship. They watched in stunned silence as the _Sea Duck_, operated by remote control, also landed on top of the _Iron Vulture_.

"Look, Baloo. Karnage has a joystick. I bet that's how he's controlling the _Sea Duck_."

Baloo's face screwed up into a black scowl. "That dirty skunk! He's got some kinda remote control device planted on my baby." He pushed up his sleeves, ready to pummel Karnage into the ground.

"No, this way!" Kit hissed, tugging on Baloo's shirt. While Don Karnage and his gang were inspecting the _Sea Duck_, they slipped from the CT-37 and snuck into the _Iron Vulture _through a trapdoor in the floor.

Don Karnage, twirling the joystick in his hands, swaggered up to the _Sea Duck_ and knocked on the cockpit door. Confident of his capture, he sang out, "All right, Bahloo. I have got you now. Come out with the two hands up." In an aside to his cronies, he said, "Hee-hee. It is just like the cops-and-robbers radio show, yes-no?"

No answer from the seaplane.

"Do not play sneak-and-hide with me! I know you are in there, Bahloo!" Karnage flung open the door, drew his sword from his scabbard, and looked in. Empty. He climbed inside and searched that plane from the rudder to the fuzzy dice. It was absolutely devoid of any living soul.

"I am not believing what my eyes do not see!" Karnage ranted, seething with outraged fury. He didn't like being outsmarted. After hopping from the plane, he kicked the nearest air pirate. "Where is that fat pilot?"

The fat pilot was at that moment crawling through the air ducts of the _Iron Vulture_ behind Kit. "Oof! Shouldn't have had that fourth slice of pizza for lunch."

"Shh!" Kit warned, finger to his lips. "I thought I heard something."

"Yeah, Kid, the sound of me bein' stuck." Baloo tugged on the hem of his shirt, which was caught on a rivet.

Kit gazed down through a vent into a room where a smallish bird with googly eyes in a vest and bow tie was pacing and mumbling fretfully to himself. "Buzz!" Kit whispered.

"Buzz?" Baloo squeezed his ample backside past a protruding beam with difficulty. "Buzz is here? I shoulda known Karny kidnaped Buzz, too."

**_Meanwhile...  
__Down the Hall in the Iron Vulture's Brig_**

Rebecca awoke. She wished that she hadn't; her head was throbbing. She blinked a few times to accustom herself to her surroundings. Bare metal walls, a heavy, metal door crisscrossed with bars, and a low, far-away sound like steadily beating wings. With a groan, she realized that she was on the _Iron Vulture_. Now she knew what was wrong with that sheep. The mouth wasn't synchronized with the voice, because it was a costume. She had fallen for the 'bait' trick hook, line, and sinker.

An orangish, brawny canine (Hacksaw) with the brains of a walnut paced outside her cell, muttering, "One, two, five, one, two, five..." Seeing Rebecca dizzily sit up on the edge of her dingy cot, he shouted at the top of his voice, a voice unexpectedly high-pitched, "Captain! Captain, the prisoner's awake!"

Don Karnage leered through the bars into the dim cell. "Ah, my bait has awoke-ed. Get enough beauty sleep, my dear? Good. I want you to look your best to catch the big prize fish."

Rebecca shuffled to the door. "What big prize fish? What am I doing here? What's going on here, Karnage?"

"Enough with the interrogative-point questions!" Karnage snapped impatiently. He seized Rebecca's chin in his hand, running one finger down her cheek none too gently.

Shuddering with revulsion, she shoved his paws away with a disdainful, "Don't touch me, you...you pirate!"

"Ooo! Feisty." The pirate captain's haughty smirk transformed into a haughtier sneer. "I hate that! Start counting down the last tick-tocks of the clock, because you don't have many left, Ree-beck-ka." With a triumphant, evil laugh, he spun on his heel, commanding, "Keep watch over her, Hacksaw. I must be off," he declared with a flourish of his hand, "to make my glorious presence known to Cape Suzette so that they can give me oodles of presents. I make a joke. Hee-hee!"

Hacksaw laughed stupidly even though his dim-witted wits didn't comprehend the joke. He knew enough that when the captain laughed, everyone laughed. It was the smart thing to do if you wanted to stay alive.

Rebecca scowled at Karnage defiantly until he was out of sight. After he rounded the corner, her courage faltered, leaving a very scared bearess. She wondered who she was to be the bait for, and what was going to become of her after she had served her purpose. Knowing Karnage, she surmised that it couldn't be anything good. She huddled up on the bed, her knees drawn up to her chest. Tears pricked her eyes, but she hastily blinked them away. She resolved to be brave, because she had to figure out a way to escape; but, try as she might, not one plausible idea came to mind. "Oh, Baloo, where are you when I need you?" she whispered to herself.

**_The Iron Vulture's Cockpit_**

"At last, my men, it is the moment you have been waiting for all your pathetic, insignificant lives." Karnage picked up the microphone and strode to the big window so that he could see the city that he had captured. Of course, he couldn't due to the thick fog. "Attention, denizens of Cape Suzette! I am back, that fantabulous, plundering wonder, Don Karnage." He listened for a second. "I do not hear a round of applause. Are you not happy, people of Cape Suzette, of my coming? But perhaps you cannot be happy because you cannot see my glorious self. But, I can assure you, we are here!"

Over the intercom, he said, "Get your goody sacks ready, men, for tonight we begin seven days and seven nights of plunder! Ear protection on!"

All of the pirates donned a pair of earmuffs in the color of their choice.

Gibber lifted one of Karnage's earmuffs to whisper into his ear.

"Of course, I remember!" Karnage snapped, even though he had completely forgotten their previous mistake. "We don't want to repeat the Aridia fiasco. Set engines to full power!"

Karnage walked two rooms down the hall to where a curious little object stood. Canister upon canister of Frigid-Air lined the walls. Rubbing his hands together in anticipation, he turned a knob. Then, he turned another knob up to 'high speed'. "Let it snow! Let it snow! Let it snow!" Karnage sang with a triumphant chuckle.

Karnage's smile grew in proportion to the horrific noise that the machine made, and then...

It stopped.

"Ah!" Karnage cried, becoming panicked. "No!" He took the machine between his two hands and gave it a fierce shake. In halted tones, he hissed between clenched teeth, "Work! Work! I...am...so...close...and...a...piece... of...metal...is...  
not...going...to...mess...my...glorious...plans...up! Not...now! Not...ever!"

A clunk and a cough and the machine hummed to life with a deafening, persistent squeal. Karnage's sinister smile returned to his face.

One turn of a knob and a blizzard accompanied by violent winds ripped across Cape Suzette. The tropical city that had rarely seen snow was now seeing it with a vengeance. Cape Suzette was in the grip of a blinding, raging snowstorm, the first ever in its history. In a matter of a few minutes, the metropolis was blanketed with heavy, wet snow, the type of snow that's hard to shovel because it's so dense. Tree limbs cracked under the weight as did roofs. Cars slid off the road, crashing into each other, into the river, and into buildings. The snow weighted down power lines, causing much of Cape Suzette to be without power.

The only ones who were thrilled about the blizzard were the ones who started it - the air pirates. In fact, they weren't even affected by the snow. Where they were, hovering over the city, the sun was shining and it was fairly warm. How was this possible? Well, the weather machine (which what the machine was) had a little pipe running out of it. This pipe increased in diameter as it went from the machine, out the window of the _Iron Vulture_, down nearly an eighth of a mile towards the city. At the bottom, the pipe was big enough for a good-sized man to pass through. The pirates had to reverse the props and set the engines to full throttle so that the downward thrust of the wind wouldn't propel the _Iron Vulture_ upward. There was a lot of pressure as well as snow and wind coming out of that little pipe.

Earmuffs over their ears, Gibber and Ratchet could still hear the high-pitched, nerve-racking, teeth-grinding squeal that emanated from the weather machine even though it was down the hall with several walls between it and them. Gibber muttered something into Karnage's ear after the pirate captain sauntered confidently into the cockpit.

"No, it's not too loud. It is music to mine eardrums." Over the microphone, Karnage said in a voice as harsh and cold as the wind, "Are you liking the weather, Cape Suzette? Hee-hee! If you want the snow to freeze up, here's what you must do: give up the keys to the city and give us all of your valuables, money, and precious knickity-knacks. I will give you precisely ten minuets to make up your frost-bit, little minds."

**_Khan Towers_**

Shere Khan watched the entire scene unfold from his penthouse office. During the brief moment before the blizzard began, the fog cleared, revealing the _Iron Vulture_ as well as a startling sight - a sea monster tearing the guns from the cliffs. Amazement registered on Khan's normally impassive countenance. The sea monster was unexpected. But then his faced darkened when the blizzard began. His sharp claws shot out from his paws.

"Blast that pesky pirate Don Karnage. He has my weather machine, and I bet half of my fortune that he has my inventor." Khan pressed the intercom button. "Mrs. Snarly, get me the mayor and the airfield."

"Yes, Mr. Khan," answered Mrs. Snarly's no-nonsense voice.

"This is the last time Don Karnage will try to invade my city. He will learn once and for all that he cannot mess with Shere Khan and get away with it." He savagely slashed at his desk with his claws.

**_City Hall_**

The mayor huddled under his desk in his office. The dark brown walrus was dressed in a plaid golfing outfit and clutched a golf club in his hand. When the telephone rang, he jumped, banging his head on the desk. He pulled the telephone to the floor, answering it tentatively. He thought it was Don Karnage calling to give him his demands. "H...hello?"

"Hello, Mayor Tuskany. This is Shere Khan. Are you enjoying the weather?" There was a tinge of levity in the businessman's voice. That was as close as he came to making a joke.

"Not particularly, Mr. Khan, sir. I was planning on a sunny day for, um..." he tossed the golf club aside guiltily, "an important business matter. K-CAPE predicted clear skies. Broadcast Sally is hardly ever wrong, except for that time when..."

"Yes, yes," interrupted Khan, exasperated by the mayor's rambling. "Are you going to hand over the city keys to Don Karnage?"

"What else can I do?"

"Refuse," Khan said flatly.

"What!" Mayor Tuskany sprang up and bumped his head against the desk again. Rubbing his sore head, he asked, "Refuse those pirates? Are you crazy?"

Shere Khan stated icily, "I am many things, but I am _never_ crazy, Mr. Mayor. I suggest you stall for time." He hung up the phone.

Under his desk, the mayor muttered to himself, "Stall...stall...yes, I'll stall for time. Easy for a billionaire like Shere Khan to say. This job is becoming too dangerous. Everyone want so invade this city. First air pirates, then those Panda-La-zians, now these air pirates again Elections coming up this year. Maybe I shouldn't run."

**_Shere Khan's Office_**

"But, sir, we can't fly in these conditions, sir. It's a blizzard out there, sir," the

commander of Shere Khan's air force stammered over the phone line.

"I'm well aware of the blizzard, Captain," Shere Khan said tersely, staring out his window at the white-out conditions. "The air pirates, whom I want you to shoot down, are causing the blizzard. Get rid of them, and the blizzard will disappear."

"But, sir, I'm afraid that's impossible. We can't take off, sir. Ice is building up on the wings and propellers."

Shere Khan slammed down the receiver. "And they call themselves pilots? This job requires a _real_ pilot." He pressed his intercom button. "Mrs. Snarly, get me Baloo."

**_Higher for Hire_**

"Oh, no!" gasped an over-dramatic woman's voice over the radio. "It's...it's...it's inhuman! It's ghastly!"

Her eyes widening, Molly grasped her spatula - her DangerWoman 'Justice Wand' - more tightly in both hands. She was ready to face any challenge. "What? What is it?"

Wildcat and Molly were curled up on the floor in front of the radio. They were listening to Molly's favorite radio program - _Danger Woman_. They were so engrossed that they didn't notice what was going on outside, the only two in Cape Suzette who were unaware of the inclement weather.

In answer to Molly's question, the woman said, "It's a gigantic slug!"

"And it's coming this way!" shouted a man. "Can no one stop it from devouring Metro City?"

"Look! Up in the sky! It's DangerWoman!" said the woman.

"We're saved!" cried the man in relief.

"Go get it, Danger Woman!" Molly exclaimed, brandishing her spatula. When the telephone rang, she hopped into her mother's chair energetically, sending her red blanket 'cape' billowing out behind her. In her prim and proper telephone voice, she said, "Hello? This is Higher for Hire...No, Baloo's not here right now. Can I take a message?...No? Thank you for calling." She recalled her mother's phrase that she tacked on to the end of every business phone call. "And remember that near or far, by plane or car, Higher for Hire can meet your every cargo delivery need. Goodbye."

"Who was that, Mollycat?" asked Wildcat.

"Dunno. Some lady called Mrs. Snarly asking for Baloo." She settled once again beside the lion mechanic on the floor and tipped her colander hat over one ear. "Did Danger Woman fight the slug?"

"Nope, not yet."

"Oh, goody."

The radio announcer said, "And now a word from our sponsor. Kids, what's the coolest treat in the world? The only treat that Danger Woman eats? Frosty Pep! Kids, tell your parents that you want the only official Danger Woman food - Frosty Pep. Right now! Bug them until they buy Frosty Pep for you. Frosty Pep - the ice cream that gives you lots of pep so you can be as strong as Danger Woman. And now, back to our program."

"Oh, no!" screamed the near hysterical woman. In the background, there was a squishing sound. "The slug is crawling up the side of the Metro City Bank, and is covering everything with a horrible slimy ooze! We'll all be slimed alive! Ah-ha-ha-ha!" the woman screamed hysterically. Then, there was a thump as the woman fainted.

"Never fear! Danger Woman is here!" proclaimed a commanding, strong, yet decidedly feminine voice.

"Yay!" Molly and Wildcat cheered.

Over the radio were 'pows' and 'bams', denoting that the heroine was slugging it out with the slug. "I'll drive it out of Metro City using my Justice Wand."

Outside, there was an extra loud bump that shook the building on its foundation.

"Wow-how-how!" Wildcat said, impressed. "Those are good special effects."

"That wasn't from the radio, Wildcat." Molly flew to the window and scrambled on top of a crate to see out. "It's all snowy and blowy out there."

"Neat-o!" Wildcat joined her in gazing out the window. "We can make snow angels and snow forts and apple pies."

"I see something moving." Molly squinted through the blizzard. Across the harbor, there was a large, shapeless blob. "It looks like a giant slug, just like in _Danger Woman_."

Just then, the radio became all static-y.

"Aw," Molly groaned, "now we'll never know if Danger Woman beat the slug."

"The aerial must be out. I'll fix it." Without further ado, Wildcat stepped into the blinding snowstorm and was blown away across the harbor and out of sight.

"Wildcat!" Molly's scream was lost in the roaring wind. With difficulty, she managed to close the door. "Think. Think. What would Danger Woman do?" Now that she was alone - all alone - with a storm raging about Higher for Hire, Molly was frightened. The wind wuthered about the building, branches slapped against the siding, and waves smashed against the docks dangerously close to Higher for Hire.

"It's just snow," she said confidently. "Danger Woman's not scared of snow."

Unexpectedly, a rowboat came crashing through the window by the upstairs landing. Fragments of glass spewed down into the office.

Snatching up Lucy, Molly crouched underneath her mother's desk. "But Danger Woman would be scared of that!" She whispered in the doll's hair, "Don't worry, Lucy. Mommy and Baloo and Kit and Wildcat will be back soon." To comfort herself, she softly sang the lullaby that her mother sang to her in a little broken voice. "Home is where the heart is..."

Across the harbor, Wildcat flew. "_First time I've flown without an airplane_," he thought to himself. Unexpectedly, he landed on something. Something solid. Something that moved. Clinging to that smooth something, he looked up. Just above him, two large, yellow eyes were looking down at him. "Wow-wee! A dinosaur!"

The sea monster tore at another cliff cannon regardless of the new animal clutching her neck, the snow pummeling her body, the angry waves crashing against her.

"Jelly beans taste better than metal, and they're easier on your teeth. Believe me, I know." Wildcat dug into his pocket and produced a handful of jelly beans. He put one in his mouth and offered the rest to the sea monster with a good-natured smile. "Want some?"

The sea monster sniffed at the jelly beans, then slurped them from Wildcat's palm with her large pink tongue. She made a happy 'eeeeerrr!' noise and nudged the mechanic's pocket for more candy.

After feeding his new friend more jelly beans, Wildcat asked, "Why are you throwing the cliff cannons down into the ocean? They're good. They protect Cape Suzette."

The sea monster made a 'I dunno' noise and gestured with her head to the _Iron Vulture_ hovering above the city. She bit at the chain that led from the manacle around her neck to the large pirate mother ship.

"Oh, that's why you're sad," Wildcat mused with an understanding nod. "I bet that ring is too tight. I can get that off in two jiffies." From his bottomless pocket, Wildcat produced a hacksaw. He sawed at the chain until it was severed.

The sea monster was free and, therefore, ecstatically happy. After circling once, she licked Wildcat's cheek, causing him to laugh with childlike glee, "You're welcome!" She licked him again, coating him in saliva. "Hey, that tickles!" Grinning, Wildcat wiped saliva from his face with his paw. "Know what? I'm gonna call you Teela, 'cause Teela rhymes with hacksaw."

**_Back to the Iron Vulture_**

Prying the grate off, Kit dropped into the room, landing easily on his feet. Baloo also squished his bulk through the opening only to land on Buzz.

"Baloo?" came Buzz's muffled voice. "Is that you?"

Baloo scrambled to his feet before assisting Buzz to his. "Yeah, Buzz. Bet ya didn't expect an air raid."

"Speaking of air, I just thought of a teensy flaw in my weather machine."

"Weather machine?" Kit said, startled. He and Baloo, being inside the _Iron Vulture's_ air ducts, weren't aware of the blizzard.

"Yes, the Portable Wind Velocitizer and Precipitation Producer or Charley for short."

"Charley?" Baloo echoed, sharing a perplexed look with Kit.

"Have you ever tried to say Portable Wind Velocitizer and Precipitation Producer five times fast?" Buzz explained in his abstract way. "It makes my tongue tired. Charley is easier. Charley, Charley, Charley, Charley, Charley. See how easy it is?"

"What's the flaw, Buzz?" Kit asked patiently.

"I forgot to install a shutoff switch."

"Pretty big teensy flaw!" Baloo cried.

"Yes, isn't it? The only way to shut it off is to tighten the valve on the canister of cold steam."

Kit exclaimed, "Did you say _cold steam?_"

"So that's what happened to Spiggy's Frigid-Air," Baloo said, stroking his chin.

Buzz continued, "Yes, it's fueled by cold steam. But I never showed any of the pirates how to turn it off. They were only interested in how to turn it on."

"Figures," Baloo scoffed.

"We just wait 'til it runs out of steam, right?" Kit guessed.

"Wrong, Kit. That's the tricky thing. If it runs completely out of steam, the entire machine will either blow up, or the weather will become completely unpredictable." Buzz tugged at his bow tie meditatively. "I'm not sure about that part."

"Ya mean we could be blown sky high?"

"Yes, or we could experience snow one minute and a hurricane the next," Buzz said, agitated. "What should we do?"

"Number one, get out of here," Kit said, "so we can turn off that weather machine."

"An' 'B', we gotta find Becky." Baloo slapped himself on the forehead. "Aw, but how can we be in two places at once?"

"We can if we split up," Kit suggested.

Baloo looked a tad wary about that idea. "Kid, I think we should stick together."

"But what if something happens to Miz Cunningham when we're tackling Charley? Baloo, I used to _be_ a pirate, remember?"

Buzz's jaw, er...beak dropped at that information. Only Baloo, Rebecca, Molly, and the air pirates had known that.

"I can take care of myself," the boy averred confidently, crossing his arms defiantly across his chest.

Baloo rubbed the back of his neck. "Yeah, ya can, Kid, but..."

"Look, Papa Bear, the longer we argue, the more danger Rebecca is in, not to mention everybody in Cape Suzette."

Baloo sighed in resignation. "'Kay, have it your way, L'il Britches. You an' Buzz take care of Charley, an' I'll track down Becky. But we can't do anythin' from inside this cell." He rattled the bars of the cell door. They were solid and the bars were too narrow for even Kit to pass through.

"The vent?" Kit suggested.

The vent that they had descended from was fifteen feet off the floor. Even if they stood on each other's shoulders, something that they tried, they weren't able to reach it. After falling in a discouraged heap, Buzz cried, "Ouch! This thing is poking me." He drew out a small, odd-shaped object.

"What's that?" Kit asked.

"My pocket-sized apple picker. It's great for gardeners with limited storage space," Buzz proclaimed proudly. With a push of a button, a white-gloved hand stretched out from a metal rod riddled with many joints.

"Buzz, that's perfect!" Baloo exclaimed.

"Not exactly," Buzz said, examining his invention with a critical eye. "I can't figure out where to install the apple corer."

"Naw, I mean perfect to escape." Baloo took the apple picker from Buzz and threaded the hand/rod out between the bars of the cell. He carefully snagged the keys that were hanging on a nail across the hallway. Kit then stuck his slender arm through the bars and unlocked the door, using the keys.

"_Handy_ little device," Baloo chuckled, pushing the button for the rod to retract into the box. He tossed it up in the air once before returning it to the inventor.

Kit poked his head into the hallway cautiously. There was no one in sight. He gestured for them to follow him. "All clear. Let's go."

"Wait a sec, Kit." Baloo knelt and placed his paws on Kit's shoulders. "Remember that I need my navigator in one piece. Don't go takin' chances that don't need ta be took."

Kit nodded solemnly.

"And promise if somethin' happens ta Becky an' me, you get to the _Duck_ an' get Buzz out. No need for all of us bitin' the dust."

"I promise." Kit knew that the situation must be extremely serious if Baloo wanted him to fly the _Sea Duck_, his baby. Eyes shining, Kit threw his arms around his Papa Bear's neck; Baloo held the boy tightly for a few moments. "Good luck, Papa Bear," Kit murmured, giving Baloo one last affectionate squeeze. With that, Kit and Buzz sped off down a corridor.

Baloo headed in the opposite direction. He wished that Kit had stuck with him. Because Kit had lived with the air pirates for a year before hooking up with Baloo, the boy knew the _Iron Vulture_ like the back of his hand, knew all the good hiding places, was familiar with the labyrinths of air ducts. It was helpful knowledge in situations like this. Hearing footsteps approaching, Baloo screeched to a halt and shrunk against the wall, hiding as well as he could behind a pile of crates in the all-concealing shadows. Two figures went right past him: Rebecca hurried ahead of Don Karnage, held at sword-point.

"March faster, Ree-beck-ka. If my big-type fish won't come out of hiding by himself, we will have to lure him out."

"Where do ya s'pose he's takin' her?" Baloo wondered softly to himself. He followed at a discreet distance, keeping close to the walls.

Don Karnage was jittery (high-strung, that is), nervously flitting his eyes in all directions as he drove his captive into the cargo hold. "Cease!" he barked when they were in the middle of the vast, cavernous hangar. From behind, Karnage roughly grabbed Rebecca around the waist and held his saber to her throat, whispering hoarsely in her ear, "Bahloo will not be able to sneakity-sneak up on us here. No place to hide. If he wants you, my dear, he will have to come out into the open."

"_Baloo's_ the big fish?" Rebecca whispered incredulously.

"Of course. Who else is bigger than that fat bear?" Karnage replied. "And when he comes to get you, I'll keell him." His shout, "Bahloo!" reverberated through the cavernous hangar, causing Rebecca to wince in pain and Baloo to jump. "I know you're here somewhere, probably closer than I suspect, maybe. I have your plane, and as you can see, I also have a friend of yours, too. She would very much like to see you."

Don Karnage's eyes panned furtively around the hangar. There was no sign of Baloo, but some uncanny sixth sense told him that the pilot was somewhere nearby.

And he was. Baloo, hiding in a doorway on the far side of the hangar, weighed his options. If he openly confronted Karnage, the pirate had the upper hand. He had a weapon whereas Baloo had none. Also, Baloo knew that he couldn't cross the cargo hold fast enough to prevent Karnage from killing Rebecca. Clearly, what he needed was to take Karnage by surprise. Baloo studied the cargo hold. High, high, high above his head was a beam that spanned the width of the hangar. It appeared to be his only choice. Snatching up three coils of rope, the big bear started up the stairway at a dead run.

End of part 2


	3. Baloo Curtains?

**Karnage's Revenge  
Part 3**

**_Returning to Kit and Buzz_**

Bear and bird snuck into a room off the port bow. As a precaution, Kit shut the door and shot the bolt across. In this little room was a table. On the table was a grey suitcase-sized, metal box making a terrific racket. A high-pitched squeal that set one's teeth on edge. The machine had two dials on the front and a rectangular window with 'blizzard' showing in red letters. On the backside, a fan spun around; it was a mere blur. A cadet-blue canister of Frigid-Air was hooked up to one end of the machine. On the opposing side of the machine from the Frigid-Air was a metal pipe, which ran from Charley out the window. From out of this small tube spewed fifty mile-per-hour winds and blowing snow.

"Wow!" Kit shouted over the noise, hands over his ears. "That thing's worse than fingernails on a chalkboard!"

"Oh, that's easy to fix." Buzz extracted a screwdriver from his vest pocket and tightened a screw. Immediately, the noise subsided to a quiet whirring. "Kit, meet Charley."

Skirting around the canisters of Frigid-Air, Kit's eyes flitted over the weather machine in awe. "How can such a little thing like that create so much snow without any clouds?"

"Oh, that was a brilliant breakthrough. Mr. Khan was extremely pleased with my discovery that cold steam could be transformed into precipitation and wind using only a generator, a hair dryer, a fan, a few hairpins, and lots of duct tape."

"This belongs to Shere Khan?" There was indeed an black, encircled 'SK' engraved on the top of the machine: Shere Khan's official emblem.

"Charley was originally intended for a few well-paying customers so that they could ski whenever they wanted. But last week Don Karnage broke into my secret lab, stole Charley, and kidnaped me. I'm afraid Mr. Khan's customers will be very, very angry with me for the delay."

"Is this the only prototype?"

"Yes, but the master blueprints are locked up safe in Mr. Khan's safe. I can always make another one."

"First, we have to deal with _this_ one, Buzz. Can you figure out how to turn it off?"

While Buzz opened a panel in the body of the machine, Kit fiddled with the knob that said 'weather setting'. On the rectangular screen, these choices popped up: showers, rain, snow, hail, blizzard, breezy, hurricane, monsoon. As he turned it, Kit marveled at the change in the weather emanating from that small tube. "This would be great for getting a day off from school whenever you wanted."

"Oh, no!" Buzz's voice echoed inside of the machine. "The pirates have broken the trans-conductor subducer."

"What does that mean?" Kit said, peeking into the machine's innards over Buzz's shoulder.

Buzz pulled his head out from inside the machine. "Nothing good. Once it runs out of steam, it will implode."

"Implode?" Kit squeaked. "We learned about that in science class. Doesn't that mean that it will collapse on itself like a black hole, sucking everything into it?"

"Not exactly, Kit," Buzz reassured calmly. "It will merely suck air into itself, and, consequently, the _Iron Vulture_. Eventually, it will explode, causing a really big mess."

Wryly, Kit remarked, "That's a relief. Can you fix it before it does that?"

"I'll see what I can do."

Kit flipped the dial to 'breezy'. "Gee, whiz!" he gasped sardonically, watching with satisfaction as the snow production slowed down, then stopped altogether. The skies cleared, and the snowy city of Cape Suzette once again became visible. "I wonder what could have happened to Karnage's blizzard? You really shouldn't let kids play with stuff like this."

**_Iron Vulture's Hangar_**

"Ollie-ollie oxygen free!" Don Karnage called in a sing-song voice. "We just want to talk to you, Bahloo."

"Yeah, right, Karnage-ee," Baloo panted under his breath. "You lie like a rug." He was finally at the door that opened onto the beam. He tentatively crawled out onto it. The steel rafter stretched horizontally across the very tip-top of the hangar and was about five feet wide, plenty wide to traverse, but still... Baloo looked down and whimpered. His vision blurred for a second, then cleared. Don Karnage and Rebecca were as tiny as ants. The CT-37s appeared to be the size of Kit's models. "Man, this is completely an' totally nuts! But if I don't do this, Becky's a solid goner." Taking a deep breath, gathering up his courage, he crept to the middle of the beam, pushing the coils of rope before him. "I'm definitely askin' for a raise after this is over."

"Come out, come out where ever you are, Bahloo." Karnage's tone, which up until now had been playful, turned threatening. "Right this very second! Or the bossy business lady will taste my sword." He plucked a hair from Rebecca's head and cut it in two with his sword to prove that his blade was sharp. "I am not splitting hairs, and I don't mean the little hippy-hoppy, furry kind."

"Don't do it, Baloo!" Rebecca shouted. "Hey! Watch where you're sticking that thing, Don Garbage!"

"You are not in the position to give out the orders. I am in charge here, remember that, _bait_." He pressed the sword into her skin, causing her to cry out with fright. Backing up towards the wall, dragging Rebecca with him, he punched the bomb bay door release with his elbow. Accompanied by an ear-splitting, pulsing alarm, two large doors swung open in the floor, allowing them a glimpse of the swirling blue ocean below. Karnage was so intent on capturing Baloo that he didn't notice that it was no longer snowing. "It will be so easy to dispose of your lifeless body after I have kill-ed it, Re-beck-ka! Yours and Bahloo's. One little push and bye-bye, so long."

Rebecca gave a horrified gasp. "You're a _barbarian_!"

"Thank you." Karnage took it as a compliment. "I try very, very hard to be."

Baloo unscrewed a nut from the rafter and flung it across the hold where it pinged off something. Don Karnage spun around towards the noise. "Ah-ha! I hear you, Bahloo," he said in a triumphant sing-song voice.

Baloo threw another nut, this time in the opposite direction.

Karnage spun around, a trifle confused. The confusion only fueled his anger. "Argh! No more ring-around-the-rosy games! Since Bahloo is too much the scared chicken to rescue you, Ree-beck-ka, I will just have to keell you. Just as well. I was going to keell you later or sooner. Any last words, Ree-beck-ka? But cut it short!" Karnage chuckled at his own ironic joke. "Get it? _Cut_ it short?"

"That pun was bad," Baloo groaned, "even for Karny. Time ta drop in on the party."

Quickly, he knotted the ropes together. Then, he secured the middle section to the beam. One end was wrapped several times around his waist.

"Hurry it up to the point! Get on with the last requesting-thing there. I haven't got all night!" Karnage demanded of Rebecca. "Or rather, _you_ don't have all night!"

"Well, here goes everythin'." Baloo shoved the remaining, loose coil over the edge of the rafter. It unraveled until it dangled a mere two feet above Karnage's head. Using that rope to hang onto and a safety rope around his waist, Baloo descended hand over hand as quickly and quietly as he could.

As he did so, Rebecca recited her last requests. Her eyes flitted from the sharp blade close to her neck to the ocean below as she choked out in a trembling tone, "Baloo, if you can hear me, I want you to take good care of Molly. Make sure she does her homework, doesn't eat too much junk food, and brushes her teeth every night. And," Rebecca sobbed, tears flowing freely down her cheeks, "tell her that I love her very, very much."

Baloo released his grasp on the rope and twisted around to murmur quietly into her ear, "Tell her yourself, Becky."

At the sound of his voice, Rebecca looked up, feelings of relief and amazement flooding her being. "Baloo!" She beamed through her tears. She knew without a shadow of a doubt that she was safe now. She wanted to latch onto Baloo's hands that were reaching for her and be pulled to safety, but Karnage had her arms pinioned to her sides.

"BAH-LOO!" Karnage snarled. All of the world's hatred was infused into those two syllables.

With one deft slice, Karnage severed the rope that connected Baloo to the rafter. The big bear plummeted towards the open bomb bay doors, yelling, "Whoa-oh-oh-oh-oh!"

"Baloo!" Rebecca jabbed Karnage in the stomach with her elbow, causing him to release her with a wheeze of pain. In one desperate move, she slid on her stomach, lunging for Baloo, and caught his hands just before he disappeared into the ocean far below.

"Hee-hee," the pirate gloated, watching Rebecca's struggle to haul Baloo up. His bulk was almost too much for her to handle. It was drawing her over the edge. "Thees is my lucky-duck day! I take over Cape Suzette plus I get to keell two annoying birds with one small stone, proving that nasty not-niceness pays off."

"Don't leggo, Beckers!" the big bear whimpered, casting a frightened glance over his shoulder at oblivion. "I don't wanna be fish food!"

"I'll never let go, Baloo!" Rebecca cried vehemently. The bearess gritted her teeth, dug in her feet, and yanked with all her might on Baloo's hands, but his fingers were slipping from her grasp.

"The suspense! It is but wonderful!" Karnage interjected with a gleeful giggle. He paced around the bears, heartlessly reveling in their struggle to stay alive. "Either you fall to your deaths in the depths, or I will slash you to bits with my sword. Which will it be?"

"You forgot option number three, Don Garbage!" came Kit's voice across the cargo hold. He lobbed his open airfoil at Karnage's head. It whizzed across the room like a boomerang.

Too late, Karnage reacted. The airfoil bonked him squarely on the forehead. The air pirate slunk, unconscious, to the floor.

Baloo was astounded by the turn of events. "Kit! What're you doin' here?"

"Saving you. I thought you could use some help." Kit reached down and grabbed onto Baloo's shirt. Together, he and Rebecca hauled the pilot into the cargo hold. They leaned against each other, dazed and exhausted for a short moment.

"You sure thought right, Kid. Where's Buzz?"

"Left him with Charley."

"Who's Charley?" Rebecca cried.

"Tell ya later, Miz Cunningham." Kit scooped up his airfoil, then hit the bomb bay door button again, causing the doors to swing shut.

"Thanks, guys." Baloo gathered them both in a hug, which they held for a while.

"C'mon, crew, we gotta skedaddle back ta Buzz before Karny..."

They spun around only to find Karnage standing in their way, a scowl etched on his face. A murderous scowl. In his right hand was his saber. His left hand held a pistol. "Before I do what?" He spit on Baloo's cheek with the 'T' in 'what'. "Finish the train of thought, future victim."

"B...b...b...before ya wake up," Baloo concluded lamely.

"You were going to scamper away like the little chipmunks without saying toodle-loo? I am truly hurt, Bahloo!"

Baloo gulped, pushing Rebecca and Kit behind him protectively. He distrusted the nice, sleek tone in Karnage's voice even more than his usual insolent snarl

"That will never do. After all, we've been such close bon amis over the years. I think our..._friendship_...deserves a better ending than that, yes but no? Choose your weapon."

"Huh?"

"Do not play the incense with me." Matter-of-factly, Karnage explained, "I am a pirate. You are my enemy. We will fight to the death. It's the pirate law."

"T...to the death!" Baloo shrieked, aghast. "No way, Karnage. I don't do death."

"I tell you that today you do do death. Which of these lovely instruments of destruction do you preference?" He offered Baloo both the sword and gun.

Baloo, who detested weapons of any kind, shied away, shaking his head. "I'm not gonna fight you."

Don Karnage turned dangerously angry. "You dare refuse _me_? _Me_? The eighth plundering wonder of the world?"

"Baloo!" Rebecca murmured hastily, tugging on the big bear's arm. "Fight him, or he'll kill you."

"Doncha mean 'and', Becky?" Baloo whispered over his shoulder. "Fight him, _and_ he'll kill me? This is whatcha call a lose-lose-lose situation. I'll lose my life, an' you an' Kit'll lose yours. Three strikes, an' we're all out."

Karnage retorted restlessly, "Enough talking in front of my back!"

"Okay, Karny, but before I fight ya, I wanna ask one question."

"Yes," Karnage snapped impatiently, tapping his foot, "what is your piteous, little, pointless question?"

"What the heck is your problem?"

That was definitely the wrong thing to ask!

Karnage's face grew crimson. "YOU, Bahloo! YOU are my problem!" The grown pirate captain, who prided himself on possessing poise under pressure, hopped up and down like a three-year-old throwing a temper tantrum. "YOU always mess up my grandest schemes! YOU always cause damage to my aircrafts! YOU always make me look stupid!"

"Don't take much for that last one," Baloo mumbled under his breath.

Karnage forced the point of his sword under Baloo's chin, prompting a collective gasp from the trio of bears. "But YOU will NOT be my mucho grande problemo for much longer. Choose your weapon, Bahloo."

"No." Baloo crossed his arms and set his mouth resolutely.

"Fine. I will choose for you." Karnage forced the gun into Baloo's hand. "Take what I give you...take, take! Ready...set..."

"Oh, wow! What's that over there?" Kit cried, pointing to the opposite side of the hangar.

Karnage fell for the oldest trick in the book. He spun around. "What? Where? Who? And sometimes why?"

"Use the gun, Baloo!" Rebecca hissed.

Baloo looked at the gun in his hand. He hated guns. He couldn't shoot anyone, not even a cheap crook like Karnage, so he smacked the pirate over the head with its handle with a loud 'thwack'. For the second time in ten minutes, Karnage slumped to the floor.

Kit sprinted down the nearest corridor, shouting over his shoulder, "Pull chocks!"

Baloo grabbed Rebecca by the wrist, and they raced after the boy.

Karnage awoke to see his arch-enemy getting away. He pushed himself up on his elbows. "Now I am the steamed veggies!" He shot at Baloo, but was so dizzy that he missed. The bullet hit the floor at Baloo's feet instead. "Stand still and fight like a man, Bahloo! Ohhhh..." He collapsed again.

**_Five Minutes Later_**

Kit, closely followed by Baloo and Rebecca, skidded down the hall and screeched to a halt in front of the room where Charley was located.

"In here!" Kit said.

Baloo turned the knob. "Sure this is the right room, Kit? It's locked," he panted, still holding tightly to Rebecca's paw.

"Locked?" Rebecca herself tugged on the knob.

"Oops. Forgot about that. I locked the door to keep the pirates out." Kit pointed to a grate in the wall over the door. "Give me a boost, Papa Bear."

The big bear easily lifted Kit up to the grate with an "Upsie-daisy." The boy disappeared inside, the grate clanking shut behind him; and, a moment later, the door opened.

Baloo and Rebecca quickly entered and quietly closed the door behind them. The weather machine continued to hum, but Buzz was nowhere in sight.

"Where's Buzz?" asked Baloo.

"He should be here, Papa Bear. I left him not ten minutes ago."

Buzz popped up from behind the machine with a wrench in his hand. "Did someone say something?"

"Did you get Charley fixed yet?" Kit inquired, running over to the inventor.

"_That's_ Charley?" Rebecca cried in amazement, taking in the small invention.

"Actually, it's the Portable Wind Velocitizer and Precipitation Producer," Buzz clarified.

Wearily, Baloo and Kit chanted along with Buzz, "Or Charley for short."

"Well, Buzz?"

"Well, what?" Buzz gave Baloo a blank stare.

"Charley! Is it fixed?" Baloo snapped irritably.

"Yes and no."

"Here we go," Baloo groaned, rolling his eyes.

Buzz informed them, "It's fixed in the sense that it's fixed to implode."

"Implode?" echoed Baloo and Rebecca, sharing a look.

"Explode backwards," Kit explained.

Buzz tapped the pressure indicator on the Frigid-Air tank. The needle was precariously close to zero. "From the amount of steam that's left, I calculate that we have approximately five minutes before it implodes. Maybe more like three-and-a-half."

Grasping Rebecca's hand again, Baloo cried, "Oh, baby! We gotta vamoose outta here!"

Kit turned on his heel and ran. Baloo and Rebecca did likewise, leaving Buzz standing there. The inventor whipped out a notepad and scribbled furiously. "Nose warmers!" he exclaimed, extremely pleased with himself. "I've done it again!"

A disgruntled Baloo snatched up Buzz by the arm and carried him off.

Our gallant heroes raced through the _Iron Vulture_, sprinting up countless flights of stairs. Finally, they reached the trapdoor that exited to the landing strip where the _Sea Duck_ was stationed. Baloo, who was the only one tall enough to reach it, pushed up on the door, but the metal flap wouldn't budge. "Another locked door!"

"There aren't any locks on the trapdoors; at least, there didn't used to be," Kit informed them. "Someone's probably standing on it."

"Well, then we'll just wait until they move," suggested practical Rebecca.

Mingled voices and heavy footsteps pounding on the stairs below warned them that the pirates knew that their prisoners were escaping.

"We got no time to wait!" Baloo gave an extra hard shove on the door, sending the pirate standing on it tumbling off with a loud thump.

"Now you've done it, Baloo!" Rebecca whispered sharply.

"Me? What'd I do?"the big bear whispered back.

Poking her finger at his chest with every syllable, she snapped, "Only alerted every pirate up there that we're down here, that's what!"

"Wait a doggone minute, Becky!" Baloo spat in a rather loud voice. "I..."

"Guys, keep it down!" Kit hissed, peering down at the dimly-lit staircase. The pirate voices and clanking footfalls were growing closer. Luckily for them, stealth was not in the air pirate repertoire. "Escape now. Fight later."

Baloo studied the trapdoor. Suddenly, his face lit up. Snapping his fingers, he said, "Crew, I got a plan. Buzz, gimmee that apple-picker."

"What does picking apples have to do with escaping?" Buzz asked, bewildered.

"Watch." Baloo lifted Kit to his shoulders.

Kit opened the door a crack and peeked out. The _Sea Duck_ was only a short way away. There was no one to impede their hasty exit. Just as soon as Kit was about to call out, "All clear," he was looking down the barrel of a rifle.

"Hey, hold it right there!" On the other end of the rifle was a small black canine wearing a tartan tam and sunglasses. Kit wasn't fooled by the dog's size; he knew that Jacques - more commonly known as Scottie - hid a dangerous deadly streak underneath that cool manner.

"Okay, I'll hold yer gun for ya if ya insist, pal," Baloo said. With a push of a button, the white-gloved hand shot out and grabbed the barrel of the gun and pulled it down into the _Iron Vulture_.

"Give that back!"

Baloo winked at Kit, and Kit winked back. They knew exactly what the other was thinking. With a second push of a button, Baloo released the gun from the apple-picker's hand into Kit's paw. The boy pointed the gun at Jacques, saying, "Sorry, but you didn't say 'Simon says'."

When Jacques was playing tug-of-war with Kit over the gun, he failed to notice the trapdoor swinging up towards his jaw until it was too late. The force sent Jacques sailing across the landing strip.

Kit hoisted himself out of the _Iron Vulture_ and then gave Rebecca and Buzz a hand up as Baloo lifted them to the surface. Kit and Rebecca assisted Baloo through the opening. They all ran towards the _Sea Duck_.

**_Higher for Hire_**

"Eep!" Molly, lying flat on her stomach, slouched further under the desk when one huge

yellow eye appeared at the window. The dark pupil looked up and down, right and left, taking in the entire room.

"Molly!" yelled Wildcat. "Yoo-hoo! Mollycat!"

"Wildcat?" Molly answered back, greatly relieved to hear her friend's familiar voice. "Where are you?"

"Here. Open the door."

Tentatively, Molly crept across the office, turned the doorknob, and opened the door. Upon seeing the huge sea monster, she recoiled behind the door. Gathering up all of her courage, the seven-year-old peeked around the door, murmuring questioningly, "Wildcat?"

Wildcat peeked around Teela's head. "Hi! That storm blew in a real, live dinosaur! Pretty neat, huh?"

Because the sea monster didn't look _too_ scary despite its colossal size, and because Wildcat had made friends with the animal, Molly cautiously, slowly reached her hand out to pet Teela's nose. She was surprised to find that the sea monster was warm. When Teela purred, the little girl giggled with delight.

"Oh, by the way, her name's Teela." Wildcat patted the sea monster's neck fondly.

Molly smiled at the sea monster. "Hi, Teela. I'm Molly. Can I take a ride, too?"

"Sure. Climb on."

Teela bent down, and Wildcat boosted Molly up, placing her in front of him. Molly, straddling the neck, gently took a hold of the 'mane' to keep her balance.

"Whoa!" Molly breathed, feeling her stomach drop out from under her when Teela gradually raised her head. She looked down. She could see the tin roof of Higher for Hire. _All_ of the tin roof. She was on eye level with the windsock, er...where the windsock used to be. "We're up really high!"

"Sorry, Mollycat, but the snow went away."

"That's okay, Wildcat, but the air pirates are coming in!" Molly pointed to a fleet of CT-37s that were flying from the _Iron Vulture's_ beak. Her young, agile brain devised a plan. "I've got an idea, Wildcat!"

"To buy more jelly beans?" Wildcat turned his empty pockets inside out.

"Uh-huh. Do you think Teela can swipe at the airplanes as they go by? Like in that movie we saw last week with the big gorilla?"

"Did you hear that, Teela?" Wildcat asked.

The sea monster nodded her head. There was an understanding and pleased gleam in her yellow eyes. It was going to be a delightful pleasure to give the air pirates a taste of how they treated her. When a light maroon CT-37 got too close to her, she clamped her mouth around its rudder.

"Hey, vhat gives?" Dumptruck said, confused. "Why aren't I moving?" He looked behind him. Seeing the sea monster, he shook his fist and shouted, "Bad snakey! Naughty snakey! Let go, or Captain Karnage will punish you!"

With Wildcat and Molly cheering on, Teela shook the plane like a puppy shaking a toy and tossed it over her shoulder. Dumptruck's trademark "Whooo-hoo-hoo-hoo-hoo!" could be heard as the plane spun out of control, skipped across the ocean four times, and sunk.

"Yay!" Molly laughed, clapping her hands. "Do it again, Teela!"

**_Iron Vulture_**

Just as our gallant heroes had scrambled into the _Sea Duck_, Charley gave out a great, pulsing wheeze - chugga, chugga, chaahhhhh... - like a steam locomotive stopping. The fan ground to a halt with a squeal of metal on metal and began to spin in the other direction, gaining momentum with alarming alacrity. Sucking air into itself (and whatever happened to be in that air - birds, clouds, insects), Charley swelled like a water balloon.

In the _Sea Duck_, Baloo flipped switches as fast as he could. The port engine, then the starboard, started up. Air pirates with guns poured out of the trapdoors and shot at the _Sea Duck's _fuselage.

"Great. Now, we get ta be target practice," Baloo grumbled, taxiing the seaplane down the runway away from the pirates.

At that moment, the suitcase structure of the weather machine began popping apart at the seams. A metal rivet shot across the room. Streams of air seeped out from the cracks. Then, when it couldn't get any bigger, it blew with a deafening 'BANG!' The violent explosion sent the _Iron Vulture_ rocketing across the harbor, over the cliffs, and out across the ocean. The air pirates who had been firing at the _Sea Duck_ were thrown to the deck. They clung to anything they could to avoid being blown off. The _Sea Duck_ shot off the end of the receding _Iron Vulture_.

"Ha! Ha!" Baloo laughed, circling the _Sea Duck_ around to see the _Iron Vulture's_ rapid departure. "Guess those pirates are gone with the wind."

"Not all of them, Papa Bear," Kit reminded as CT-37s dove at them, guns blazing.

**_Iron Vulture_**

"Captain, what are we going to do? What are we going to do?" demanded Hacksaw, shaking the limp form of the pirate captain.

"You are going to stop shaking me, you simpering simpleton!"

Hacksaw immediately dropped Karnage back to the deck and ran off, hysterically screaming at the top of his lungs, "We're doomed!"

Putting a hand to his sore head, Don Karnage regained consciousness only to find utter chaos. The weather machine had backfired and was blowing the _Iron Vulture_ out to sea. The pirate crew was running about like chickens with their feathers in a knot. But worst of all, Baloo was nowhere in sight.

He got to his feet and hurried to the cabin, shoving every pirate that got in his way. He looked out the large stained-glass window in the bow only to see a speck of yellow - the _Sea Duck_ - escaping. "Aargh! No! No! No! That fat pilot has done it again! He has ruin-ed my perfect scheme! It's not fair!" Seizing the intercom microphone, he commanded, "After that meeserable Bahloo! Attack the _Sea Duck_ and shoot it down! Destroy it! Blast that bear into a million, trillion, bite-sized bits!" Then he threw the microphone across the room for good measure.

Seeing the remote control lying on a table, he snatched it up and headed to the hangar to his personal black-and-red tri-wing CT-37. It was payback time!

**_Sea Duck_**

"Get back to the cargo hold, an' strap in with Buzz, Becky. This is gonna be one bumpy ride," Baloo ordered, maneuvering the plane right through the fleet of CT-37s, playing a game of air chicken. The pirate planes scattered like bees before a flyswatter.

"No," she protested, with a belligerent shake of her head. "I got you into this mess, and I want to help you get out of it."

"You'd help by gettin' back there!"

Bullets whizzed through the cockpit and Rebecca dropped to the floor to avoid them.

Baloo shouted over the din, "_Yeowch!_"

"Baloo!"

"You okay, Papa Bear!"

Rebecca and Kit turned frightened eyes towards the big bear, fearing the worst. There was a bullet-sized hole in the pocket of his shirt near his heart, but no blood, as they were relieved (and astonished) to see. Steering with one hand, Baloo drew a little black box from the pocket. A bullet was lodged in the box's lid. Keeping his eyes on the sky, he removed the bullet using his teeth, spit the bullet on the floor, and flipped open the lid to inspect the contents. "Good. It's okay."

"What's that?" Rebecca murmured, her eyes growing larger as she leaned over the seat to get a better look at the diamond ring inside the box.

"It's a ring."

"I _know_ it's a ring, but _why_ are you carrying a ring in your pocket?" she persisted.

Baloo placed the box in her hands, saying sheepishly, "It's, uh, for you...if ya want it. Um...if ya want," he gulped nervously, "me, that is, Rebecca." With a smile mingled with hope and shyness, he gazed deep into her eyes with an expression that clearly stated 'I love you'. Nothing more needed to be said.

Rebecca glanced from the diamond to her pilot, her eyes shining with unshed tears. "Oh, Baloo..." Happiness and relief overwhelmed her. This meant that she didn't have to hide her feelings for her pilot anymore.

More bullets flew through the cockpit, ricocheting off of the ceiling, floor, and control panel. A line of bullets cut through the radio, causing a few wires to sizzle.

"You picked a terrible time for a proposal," Rebecca laughed ruefully, wiping tears from her cheeks.

"It wasn't s'posed ta be like this, Becky." The _Sea Duck _rolled over repeatedly. "I was gonna take ya out to a nice dinner at the Copabanana," the _Sea Duck_ dove sharply, causing two CT-37s to collide with each other; "then a walk through Cape Park in the moonlight. Ya know, Beckers," the _Sea Duck_ artfully zigzagged between two CT-37s, "set the mood for the big question."

The seaplane looped around a pirate aircraft and Rebecca clung to Baloo's elbow to steady herself. She giggled, "This seems like a more natural setting for us, though, Baloo. Just out of curiosity, when was this big date supposed to be?"

Baloo shrugged. "Whenever I mustered up the nerve."

"Nerve?" Rebecca scoffed. "You saved me from Don Karnage, foiled his plans to take over Cape Suzette, you're flying circles around these pirates, and you had to muster up the _nerve_?"

"That's a diff'rent kind of nerve." He missed crashing into a CT-37 by mere inches as he put the plane through a Baloo Barrelhouse Backwards Roll. "Can we talk about this later, Becky? I'm kinda busy here. If ya won't get to the back, strap in with Kit, Sweetheart. It's time for some serious flyin'."

Rebecca wedged herself sideways into the seat next to Kit and fastened the seatbelt. Baloo dove the plane down, down, down towards the ocean, gaining speed. The bearess, however, wasn't paying much attention to the pilot's aerobatic maneuvers. Rebecca studied the beautiful diamond ring for a few seconds; she passed her fingertips over the dent in the lid. She shuddered to think what might have happened if Baloo hadn't been toting that ring, if he actually had been shot through the heart... She then glanced over Kit's head at Baloo, who was intently focused on performing his famous Pelican Dive. With a smile, she slipped the ring on her finger. It fit perfectly.

Kit, divining her decision, hugged her. The boy beamed from ear to ear as he rested his chin on Rebecca's shoulder. He couldn't wait to call her 'Mom'.

Rebecca returned his hug and kissed the boy on the cheek. Just before the _Sea Duck_ hit the ocean, Baloo pulled down on a lever to elevate a flap, causing the plane to pull out of the steep dive, skim the ocean's surface, and soar away. Two pirates who weren't so lucky slammed into the ocean.

"Have a nice swim, fellas!" Baloo grinned triumphantly over at the navigator's seat. "Those pirates can never seem ta get the hang of that."

Rebecca and Kit returned his smile; Rebecca held up her left hand, wiggling her fingers to show him the ring on it.

Baloo blinked a couple of times before it sunk in. A radiant smile slowly spread across his face before he could finally squeak out, "Really, Becky?"

Rebecca nodded her head, arm around Kit's shoulders. Her broad smile mirrored Baloo's. "Really, Baloo."

"YAHOO!" Elated, the big bear increased the seaplane's throttle. With a quick burst of speed, the _Sea Duck_ gained altitude to do a Baloo Corkscrew, which evolved into every acrobatic trick that he knew. The remainder of the CT-37s - all two of them - crashed into each other, and, consequently, the ocean.

"Ha! Ha! We ditched those pirates but good!" With the victory over the pirates and Rebecca's acceptance of his proposal, Baloo felt like he was on top of the world. Everything was going his way. Or was it?

Kit glanced out the window. His smile faded. A red-and-black CT-37 was hurtling right at them at a reckless speed. "Not quite, Papa Bear. Bogey at twelve o'clock!"

"Huh?"

A volley of gunfire blasted through the cockpit, causing the bears to cringe in their seats.

"Man, what's got Karny's engines in an uproar?"

"You're still alive, Baloo," Rebecca replied, struggling to keep her voice calm; she failed miserably. She hugged Kit so tightly that her arms ached.

Baloo performed every trick to shake off infuriated, livid, enraged, just plain ticked-off Don Karnage. Nothing worked.

All of his plans had fallen to pieces, like usual; therefore, Karnage was mad and nothing was going to deprive him of the complete and total annihilation of his arch-nemesis. Guns blazing, he swooped down over the seaplane, tattooing two rows of bullet holes in the fuselage.

"Maybe I can lose him in town!" Because the _Sea Duck_ had no guns, Baloo had to rely on his fast reflexes. He hoped that Karnage couldn't follow him through the maze of skyscrapers in downtown Cape Suzette.

As the _Sea Duck_ flew towards the Cape Suzette cliffs and to safety, Baloo gasped, "Hey, what gives?"

The control yoke moved on its own volition. It set them on a collision course with the cliffs themselves.

"Pull up, Baloo!" Rebecca screamed, still protectively embracing Kit. The boy buried his face in her shoulder, yet was unable to tear one eye away from the quickly approaching cliffs that were going to be their certain doom. "Pull up!"

"I'm tryin', honey!" Eyes shut tight, teeth clenched, the big bear strained all of his might against the steering yoke, but the _Sea Duck_ wouldn't respond.

"Try harder!" Rebecca shouted, her voice quaking with fear.

In a split second, Baloo and Kit realized what must be wrong with the _Sea Duck_. They exclaimed simultaneously, "Karnage's remote control!"

Kit slipped from his seat and began combing the cockpit for a suspicious-looking object, anything that might be linked to that remote control.

"It's me that Karnage wants," Baloo reasoned. "Becky, you an' Kit gotta jump."

"Not without you, Papa Bear," Kit said quietly, but decisively.

"But...but yer sittin' ducks in here!"

"We'll be sitting ducks out there, Baloo. Do you honestly think that Don Karnage will let us float to the ground without taking shots at us?" Rebecca stated in a curiously calm manner. In defiance to Baloo's suggestions, she hung onto the armrests. "We're staying and that's that."

Kit, who was on his hands and knees at Rebecca's feet, nodded in agreement. "I second that, Baloo."

"Thanks, guys," Baloo whispered, furtively passing the back of his hand over his eyes.

Rebecca stuck her head out the open starboard window only to see Don Karnage pull a bazooka from the CT-37s' innards. "Oh, no!" she shrieked.

"We do not need another 'oh, no'!" Baloo said, returning to his struggle to bring the _Sea Duck_ back into submission. "We got enough trouble without 'oh, no'!"

"I have you now, Bahloo! This time, I will have the last ha-ha!" maliciously chuckled Karnage, peering through the bazooka's ocular sight. He had a perfect shot of the seaplane.

Seven hundred yards, six hundred yards...the _Sea Duck_ hurtled straight at the massive cliffs.

Karnage's index finger paused for a second on the trigger as he reveled in the well-deserved, long-anticipated victory.

Four hundred yards...three hundred yards until the _Sea Duck_ smashed into the cliffs.

"I love you, Baloo. I love you, Kit," Rebecca said, her voice infused with tears as she lightly caressed Kit's cheek. She gave the boy a wan smile; Kit smiled up at her with false bravado and briefly hugged her legs before returning to his search. Under her breath, the bearess whispered to herself, "I love you, Molly. You'll always be in Mommy's heart."

"Love ya, too...Honeylips," Baloo replied, prompting a queer half-laugh, half-sob from Rebecca at the reference to one of their screwball adventures. When he reached over to grasp her hand with a sad smile, his eyes were abnormally bright.

"That thingy's gotta be here somewhere!" Kit said in determination, feeling around underneath the control panel.

Two hundred yards...

"Ta-ta, Bahloo; it was not nice knowing you," Karnage sneered.

One hundred yards...

Clinging tightly to each other's hands, Baloo and Rebecca squeezed their eyes shut in preparation for the horrible impact.

And then Karnage pressed the trigger.

End of part 3


	4. A Really Big KaBoomBoom

**Karnage's Revenge  
Part 4**

But instead of the rocket being launched at the seaplane that he was pursuing, the entire firearm exploded, disintegrating the CT-37 to cinders. Karnage himself hovered, a dumbfounded charred mess, for a split second in the air before plunging into the ocean. "I'll get even, Bahloo, if it's the last thing I dooooooooooooo!"

With the demise of the remote control joystick, the _Sea Duck_'s swooped suddenly, vertically up.

"_Whoa!_" the three bears screamed, thrown back violently in their seats. Rebecca dug her fingers into the armrests while Kit, underneath the control panel at Baloo's feet, clutched at something, anything to keep from sliding to the back of the cockpit. His fingers closed around a small metal object, which popped off the control panel. _Oops! Hope that wasn't important, like that googleschlocker gyrocompass_, he thought as he hung onto the legs of the pilot's seat for dear life.

White-knuckled, Baloo struggled to keep the _Sea Duck_ under control on its bumpy course. "C'mon, baby. Co-op-per-ate!" he muttered through clenched teeth. The underside of its fuselage scraped along the rocks in the cliffs, causing sparks to fly. When the cliffs were cleared, Baloo leveled the plane out, soared over the cliffs, into the Cape Suzette harbor.

"Man, that was one close shave!" the big bear gasped out, shaking a tense kink out of his hand.

Rebecca, breathing heavily with fright, nodded emphatically and peeled her aching fingers from the armrests.

"You could say it was a _cliffhanger_," Kit chuckled wanly from his position on the floor. He held the remote control receiver up for Baloo to see.

Rebecca groaned at the pun, but Baloo beamed, tousling the boy's hair fondly. "He does his ol' man proud."

A short while later, a bruised and battered _Sea Duck_ landed in front of Higher for Hire. The seaplane lightly bumped against the dock; its engines slowed, then stopped.

Following a long pause, Baloo looked over at Rebecca. He ventured softly, "Well...I guess we're home."

Rebecca smiled back at him. "Yes...home."

"What's left of it," Kit murmured, gazing out of the port window. "Jeepers, what a mess!"

Higher for Hire looked as if it had been through a blizzard. In fact, it had. Half of the tin on the roof was missing, and the other half was curled back. Chunks of siding were gone. A rowboat's prow protruded from one of the windows. The windsock had been completely torn away. Branches and leaves from the elm tree behind the building were strewn all around. The entire dock was drenched with seawater. Limp brown seaweed was slapped up against the Higher for Hire sign. Drifts of melting snow lay everywhere.

However, Baloo and Rebecca didn't seem to notice Higher for Hire's dilapidated state. They were staring at each other with star-struck smiles on their faces. Deciding that they needed to be alone, Kit slipped out of the cockpit into the cargo hold. Out of the corner of his eyes, he saw Rebecca fling herself into Baloo's eager, outstretched arms. Kit heard her say, "I'm still holding you to that dinner and moonlit stroll, darling."

"You got it, sweetheart," Baloo replied with a husky chuckle.

Buzz didn't pay much more attention to Kit than Baloo and Rebecca had. He was scribbling fast and furious on his notepad and muttering insensibly about invisible spectacles.

Kit hopped onto the dock, brimming over with happiness at the recent turn of events. He looked at the remote control receiver for a second, then dropped it into the harbor with a soft 'ploop'. "There," he said, dusting off his hands, "that won't bother us anymore." He ran towards Higher for Hire as Molly and Wildcat ran towards him.

"You did it, Kit!" Molly cried, hugging Kit.

"You got rid of the pirates, man, like again!" Wildcat added, also embracing both cubs.

"Guess what?" the cubs said at the same time, animatedly.

Their exciting reports overlapped each other.

Molly blurted out, "Wildcat and me talked to a sea monster named Teela, and Teela attacked some air pirates' planes. You shoulda seen 'em being tossed in the water, Kit. It was great!"

At the same time, Kit also blurted out, "Baloo and your mom are getting married!" His voice trailed off when his eyes landed on Teela, who bent her long neck to lick more jelly beans from Wildcat's outstretched palm. Kit leaned down to whisper in the girl's ear, "What did you say about a sea monster, Molly?"

"Really!" Molly squealed with delight. "Mommy and Baloo are really getting married? Yahoo!"

Kit nodded, then gasped for breath as Molly threw her arms around his neck for a wildly ecstatic hug.

"My wish came true! My wish came true!" Molly sang happily.

"Your wish? What - can't...breathe, Molly! - wish?" Kit choked out. He pried himself from her stranglehold.

"My wish when I blew out the candle on Higher for Hire's birthday cake. I wished that Baloo would be my daddy and you would be my brother so we could be together forever and always."

Solemnly, Wildcat said, "I wished for a tuna fish and guacamole sandwich."

Molly grasped Kit's and Wildcat's hands. All three of them danced around in a circle.

Buzz, stepping from the seaplane, got roped into the frenzied dancing circle of merriment. "Pardon me, but what are we doing?"

Baloo and Rebecca alighted from the plane, all smiles. Rebecca's hands were wrapped about the pilot's left arm. The diamond ring gleamed conspicuously on her finger.

With an excited, "Mommy!" Molly hurled herself at Rebecca.

There was an orgy of hugging. Everyone hugged everyone. Even Buzz was pulled into the excitement despite the fact that he was still trying to jot down notes about a newly thought-up invention.

"Lookit, a rainbow!" Molly cried. In the northeastern sky, a rainbow seemed to dip just beyond the city and hills.

"Are you gonna go search for the treasure at the end of the rainbow, Baloo?" Wildcat asked. "You might find a pot of gold or silver or chicken soup."

"Naw." Baloo slipped a possessive arm around Rebecca's waist, gazing down at her with a fond expression. "I already got my treasure."

Rebecca rested her head in the crook of his arm, placed a paw on his chest, and returned his warm smile.

"Then you won't mind if I try to find it. Hope I meet a leprechaun." Wildcat ran to grab a pail and a shovel and more jelly beans in case leprechauns liked jelly beans. "We're going on a treasure hunt, Teela." With his supplies, he climbed onto the sea monster's neck, and away they swam towards the cliff opening.

"Was that a sea monster?" Buzz said, finally looking up from his notepad.

"Uh, yeah, I guess it was, Buzz," Baloo said uncertainly, rubbing the back of his neck. "Ever feel like ya missed somethin' real important, Becky?" He glanced down at Rebecca who was staring at the retreating sea monster with her mouth agape.

Characteristically incongruent with anything having to do with anything, Buzz exclaimed, "I've got it! A jet-powered airfoil!"

Kit's eyes lit up. "Hey, yeah! That would be awesome!" He hurried after Buzz, who was heading towards town. "Make one for me, Buzz! Please!"

"No!" Baloo and Rebecca said firmly.

Kit stopped in his tracks. "Aw, you guys are no fun."

"We're not supposed to be fun. We're your parents, Kit," Rebecca explained. Her countenance was stern, but there was an affectionate twinkle in her eyes that betrayed her love for the boy who was about to become her son.

"Can I get one _before_ you become my parents?" Kit suggested hopefully.

Chuckling, Baloo pushed Kit's cap over his eyes. "Nice try, L'il Britches, but N-O spells nuh-huh."

"Gee whiz," Kit groaned, sorely disappointed. But he wasn't disheartened for long...

Baloo and Rebecca kissed each other affectionately on the lips, prompting joyful grins from the cubs. After gazing at each other, love radiating from their eyes for a don't-blink-or-you'll-miss-it second, Baloo offered Rebecca his arm with a, "May I escort milady inside?"

"You may," Rebecca replied primly. She wrapped her arms around his with an adoring smile. They stepped into Higher for Hire.

"After you, _little sister_," Kit said, making a theatrical bow.

Catching onto the routine that she'd seen Baloo and Kit perform a million times, Molly also bowed. "No, no, after _you_, _big brother_."

Kit ran a little way into Higher for Hire and made a sweeping bow . "After you, little sister."

Molly scampered past him, also into Higher for Hire, and bowed again. "No, no, after _you_, big brother."

**_On the Other Side of the Cliffs_**

In the debris-strewn ocean, Dumptruck and Mad Dog floated on the wreckage of a CT-37. The brown airplane had a semi-circle of huge teeth marks on its rudder, teeth marks which pierced the skull-and-crossbones symbol. They rowed in the general direction of Pirate Island using pieces of broken propellers for oars.

Several yards ahead of them, Mad Dog spied a seagull. The large white bird alighted on an object floating in the ocean, but then, as if it that unknown object was burning hot, the bird flapped its wings, levitated momentarily, then landed again. This odd dance continued as the two pirates slowly paddled towards it. Moving closer, they could see that the object that the seagull was trying to land on was Don Karnage.

"Simply hi, Captain!" Mad Dog cried happily as they pulled up beside Don Karnage. "Thank goodness you're okay."

"Do I _look_ okay, ignoranamouses?" Karnage snapped testily, swatting at the annoying seagull trying to perch on his head again. "Get me out of this wet water before I wrinkle up like the icky-tasting prunes!"

Dumptruck pulled a sopping wet Karnage onto the wreckage. "Now vhat do ve do?"

"Do I have to think of everything?" Karnage removed his boots to dump the water out of them.

Mad Dog and Dumptruck nodded stupidly.

"Oh, very, very well..." Karnage said with a huge, melodramatic sigh. "We find the _Iron Vulture_, get out of these deesgusting clothes, and hatch another brilliant plan to plunder Cape Suzette." He pushed his sopping hair out of his eyes before shaking his dripping fist at the cliffs. "When next we meet, Bahloo, beware the wrath of the dread pirate Don Karnage! Ah-ah-ah-choo!"

"I like wrath, especially with french fries," Dumptruck said.

With a surly scowl, Karnage crossed his arms across his chest. "Stop with the yapping and start with the paddling, you blundering blunderers!"

"Yes, Captain," both pirates droned at the same time. They took up their oars and began rowing furiously.

The trio, followed by the seagull, traveled towards the spectacular sunset until their black forms were just tiny dots on the horizon against a backdrop of soft hues of mingling orange, yellow, and primrose fading into a purple twilight in the east.

The End


End file.
